Terms & Conditions

These Terms and Conditions of Service (this "Agreement") constitute a legally binding contract between you and Diaflow Pte. Ltd. ("Diaflow," "we," "our," or "us"). This Agreement governs your access to and use of the Services, including all associated software, AI-powered features, APIs, integrations, and documentation.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK "I ACCEPT," CREATE AN ACCOUNT, OR ACCESS OR USE THE SERVICES (THE "EFFECTIVE DATE"). BY DOING SO, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ACTING ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

"Aggregated Statistics" means data and information related to Customer’s use of the Services, used by Diaflow in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Arbitration Agreement" means the mandatory individual arbitration provision in Section 14(b).

"Authorized User" means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted pursuant to this Agreement and for whom access has been purchased hereunder.

"Class Action/Jury Trial Waiver" means the class action/jury trial waiver provision in Section 14(c).

"Confidential Information" means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally, in writing, electronically, or in any other form, whether or not marked as "confidential." Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) already known to the receiving party without obligation of confidentiality; (c) rightfully obtained from a third party on a non-confidential basis; or (d) independently developed by the receiving party without use of the disclosing party’s Confidential Information.

"Credits" means the usage-based units allocated to a Customer Account that are consumed when the Customer accesses or uses certain features of the Services, including but not limited to AI-powered workflow executions, agent interactions, API calls, and other metered functionality. The number of Credits allocated and the rate of consumption may vary by account type and plan tier.

"Customer," "you," or "your" means the individual or entity that has agreed to this Agreement and its Authorized Users.

"Customer Account" means the account created by or on behalf of Customer to access and use the Services.

"Customer Content" means any content, including profile information, workflow configurations, agent definitions, prompts, data inputs, comments, questions, and other materials in any form or medium, that is submitted, posted, displayed, transmitted, or otherwise made available on the Services by or on behalf of Customer or any Authorized User. Output generated by the Services from Customer Content (including AI-generated outputs) is also Customer Content; provided, however, that Aggregated Statistics is not Customer Content.

"Documentation" means Diaflow’s user manuals, handbooks, guides, FAQs, API references, instructional videos, and other materials relating to the Services, provided electronically and available at www.diaflow.io and docs.diaflow.io.

"Feedback" means any communications or materials sent to Diaflow through designated feedback channels (including in-product feedback forms, feature request portals, and emails explicitly labeled as feedback to [email protected]) suggesting or recommending changes to the Services, including new features or functionality.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications, registrations, renewals, and extensions thereof, under the laws of any jurisdiction.

"Diaflow IP" means: (i) the Services, including all materials therein such as software, AI models, algorithms, images, text, graphics, logos, patents, trademarks, service marks, copyrights, and other content; (ii) the Documentation; and (iii) all intellectual property provided to Customer in connection with the foregoing. Diaflow IP includes Aggregated Statistics and any data derived from Diaflow’s monitoring of Customer’s use of the Services, but does not include Customer Content.

"Privacy Policy" means Diaflow’s privacy policy, available at compliance.diaflow.io/general/privacy-policy, as updated from time to time. The Privacy Policy describes in detail how Diaflow collects, uses, shares, and protects personal data, including AI-specific data practices, cookie usage, international data transfers, and your privacy rights under applicable law (including GDPR, UK GDPR, CCPA/CPRA, and Singapore PDPA). To the extent any provision of this Agreement conflicts with the Privacy Policy on matters of personal data processing, the Privacy Policy shall prevail.

"Services" means the online and/or mobile services, websites, AI-powered workflow automation platform, agent builder, chat interface, APIs, integrations, and software provided by Diaflow under this Agreement, as detailed at www.diaflow.io.

"Third-Party Products" means any products, content, services, information, AI models, APIs, websites, or other materials owned by third parties that are incorporated into or accessible through the Services.

"User" or "Users" means all visitors, users, and others who access the Services.

2. Access and Use

(a) Eligibility

You must read and agree to this Agreement before using the Services. You may use the Services only if you can form a binding contract with Diaflow and only in compliance with this Agreement and all applicable laws, rules, and regulations. Access to or use of the Services by anyone under 13 years of age is strictly prohibited. In the European Economic Area and the United Kingdom, access is restricted to individuals aged 16 or older. In South Korea, access is restricted to individuals aged 14 or older. In Brazil, individuals aged 12 to 17 may access the Services only with verifiable parental or guardian consent. The Services are not available to any Users previously removed or suspended by Diaflow.

(b) Grant of Access

Subject to and conditioned on your payment of applicable Fees and compliance with all terms of this Agreement, Diaflow grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users. Diaflow shall provide the necessary credentials to enable your access.

(c) Documentation License

Subject to this Agreement, Diaflow grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with the Services.

(d) Customer Accounts

Your Customer Account provides access to Services and functionality that we may establish and maintain at our sole discretion. We may maintain different account types with varying features and limitations. If you open an account on behalf of a company, organization, or other entity, "you" includes both you individually and that entity.

When creating your Customer Account, you must provide accurate and complete information and keep this information current. You are solely responsible for all activity on your Customer Account and must keep your credentials secure. You must notify Diaflow immediately of any unauthorized access. Diaflow will not be liable for losses caused by unauthorized use of your Customer Account.

By providing your email address, you consent to receiving Services-related notices electronically, including legally required notices. You may manage communication preferences in your account settings; however, opting out of certain communications may affect your ability to receive important updates. For details on how we collect and use your contact information, please refer to our Privacy Policy.

(e) Use Restrictions

You shall not, and shall not permit any Authorized User to:

(i) copy, distribute, sell, resell, or disclose any part of the Services;

(ii) use automated systems (robots, spiders, scrapers, etc.) to access the Services beyond what a human could reasonably produce using a standard web browser;

(iii) transmit spam, chain letters, or unsolicited communications;

(iv) attempt to interfere with, compromise, or decipher transmissions to or from the Services;

(v) impose an unreasonable load on our infrastructure;

(vi) upload viruses, malware, or other harmful code;

(vii) collect or harvest personally identifiable information from the Services;

(viii) use the Services for unauthorized commercial solicitation;

(ix) impersonate another person or entity;

(x) interfere with the proper working of the Services;

(xi) access content through unauthorized means;

(xii)bypass security or access-restriction measures;

(xiii) use the Services to develop a competing product or service, or to perform competitive analysis, benchmarking, or feature comparison for the benefit of a competing product or service;

(xiv) access, scrape, copy, reproduce, adapt, or otherwise use any Diaflow publicly available materials — including but not limited to pre-built workflow templates, prompt libraries, agent configurations, integration templates, documentation, tutorial content, UI designs, API schemas, and marketing materials (collectively, “Diaflow Public Materials”) — for the purpose of developing, improving, training, benchmarking, or otherwise enhancing any competing product, service, or AI system, whether directly or through third parties;

(xv) use any automated or manual means to systematically collect, harvest, index, or aggregate Diaflow Public Materials or any data accessible through the Services for competitive intelligence purposes;

(xvi) reverse engineer, decompile, or disassemble any aspect of the Services; or

(xvii) use AI-generated outputs from the Services in any manner that violates applicable law, infringes third-party rights, or is intended to deceive or mislead.

(f) Aggregated Statistics

Diaflow may monitor Customer’s use of the Services and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong exclusively to Diaflow. You agree that Diaflow may make Aggregated Statistics publicly available and use them as permitted by applicable law, provided that such statistics do not identify Customer or Customer’s Confidential Information. The collection and use of data for Aggregated Statistics is further described in Section 3 (How We Use Your Information) of our Privacy Policy.

(g) Reservation of Rights

Diaflow reserves all rights not expressly granted under this Agreement. Nothing herein grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other rights in or to the Diaflow IP.

(h) Suspension and Termination

Diaflow may, in its sole discretion, temporarily suspend or permanently terminate your access to the Services, provided that Diaflow shall use commercially reasonable efforts to provide prior written notice (including via email) at least five (5) business days before termination, except where immediate action is reasonably necessary to prevent harm. Grounds for suspension or termination include:

(xviii) there is a threat or attack on any Diaflow IP;

(xix) your use disrupts or poses a security risk to the Services or other customers;

(xx) you are using the Services for fraudulent or illegal activities;

(xxi) you have ceased business operations or become subject to insolvency proceedings;

(xxii) Diaflow’s provision of the Services to you is prohibited by applicable law;

(xxiii) any third-party vendor has suspended Diaflow’s access to required services; or

(xxiv) in accordance with Section 7 (Fees, Payment, and Credits).

Where Diaflow terminates your account without cause or for its own convenience, you shall be entitled to a pro-rata refund of any prepaid fees for the unused portion of the then-current subscription term, as further described in Section 7(c).

(i) Changes to the Services

We may modify, discontinue, or limit features of the Services. For material changes that Diaflow reasonably anticipates may reduce service quality or remove features on which customers materially rely, Diaflow shall provide at least thirty (30) days’ advance notice through email or in-app notification. We may permanently or temporarily terminate or suspend your access without notice or liability if you violate any provision of this Agreement. Upon termination, you continue to be bound by the surviving provisions of this Agreement.

(j) Disputes with Other Users

You are solely responsible for your interactions with other Users. Diaflow reserves the right, but has no obligation, to monitor such disputes and shall have no liability for any User’s action or inaction.

3. AI-Specific Provisions

(a) Nature of AI Outputs

The Services incorporate artificial intelligence and machine learning technologies, including large language models provided by third-party providers. You acknowledge and agree that:

(xxv) AI-generated outputs may be inaccurate, incomplete, or unsuitable for any particular purpose;

(xxvi) you are solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated outputs before relying upon or distributing them;

(xxvii) Diaflow does not guarantee the accuracy, reliability, or fitness for purpose of any AI-generated content; and

(xxviii) AI-generated outputs do not constitute professional advice of any kind.

(b) AI Model Changes

The AI models, algorithms, and underlying technologies used within the Services may be updated, replaced, or modified at any time. Where such changes materially affect the behavior, output quality, or capabilities of AI-powered features, Diaflow shall use commercially reasonable efforts to provide advance notice through release notes, in-app notifications, or email. Diaflow shall not be liable for any impact resulting from such changes, but will maintain a changelog accessible through the Documentation.

(c) Data Usage for AI Improvement

Unless you opt out by written notice to [email protected], Diaflow may use anonymized and aggregated data derived from your use of the Services to improve, train, fine-tune, or benchmark AI models and Services, provided that such data does not identify Customer or include Customer’s Confidential Information. Diaflow will not use identifiable Customer Content to train AI models without your explicit prior consent. Opt-out requests will be processed within fifteen (15) business days of receipt. For further details on how AI interaction data is processed and retained, please refer to Section 4 (AI-Specific Data Practices) of our Privacy Policy.

(d) Prohibited AI Uses

You shall not use the AI-powered features of the Services to:

(xxix) generate content that is illegal, harmful, discriminatory, defamatory, or infringes upon any third-party rights;

(xxx) create deepfakes or deceptive synthetic media;

(xxxi) engage in unauthorized surveillance or profiling;

(xxxii) make automated decisions that produce legal effects or similarly significant effects on individuals without appropriate human oversight; or

(xxxiii) violate any applicable AI regulations or guidelines, including but not limited to the EU AI Act, where applicable.

(e) Third-Party AI Models

Certain features of the Services may rely on AI models provided by third parties. Your use of such features is subject to the terms and acceptable use policies of the respective third-party providers. Diaflow does not control and is not responsible for the performance, availability, or outputs of third-party AI models. You agree to comply with all applicable third-party terms when using features that incorporate such models. For information on how data is routed through third-party AI providers, please refer to Section 4 (AI-Specific Data Practices) and Section 5 (Sharing and Disclosure of Information) of our Privacy Policy.

4. Intellectual Property Rights

(a) Customer Content Ownership

Diaflow claims no ownership rights over Customer Content. You retain all right, title, and interest in and to your Customer Content, including all Intellectual Property Rights therein.

(b) Limited License to Customer Content

By making Customer Content available through the Services, you grant Diaflow a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and process such Customer Content solely as necessary to provide, maintain, operate, and improve the Services during the Term of this Agreement. This license includes the right to:

(xxxiv) process Customer Content through AI models and workflow engines to generate outputs you have requested;

(xxxv) temporarily cache or store Customer Content as necessary for Service performance and reliability;

(xxxvi) create Aggregated Statistics derived from Customer Content, subject to Section 2(f); and

(xxxvii) display Customer Content back to you and your Authorized Users within the Services interface.

(c) License Limitations and Termination

The license granted in Section 4(b) is subject to the following limitations:

(xxxviii) Diaflow shall not use Customer Content for purposes unrelated to providing the Services, except as expressly permitted under Section 3(c) (Data Usage for AI Improvement) and subject to your opt-out rights therein;

(xxxix) Diaflow shall not sell, sublicense, or distribute Customer Content to third parties, except to sub-processors acting on Diaflow’s behalf and subject to data processing agreements no less protective than this Agreement;

(xl) Diaflow shall not use identifiable Customer Content for marketing, advertising, or promotional purposes without your prior written consent;

(xli) upon termination of this Agreement, the license granted herein shall terminate, and Diaflow shall delete Customer Content in accordance with Section 9(d) and Section 6 (Data Retention) of the Privacy Policy; and

(xlii) notwithstanding the foregoing, Diaflow may retain Aggregated Statistics (which do not identify Customer) in perpetuity, and may retain Customer Content to the limited extent required by applicable law, regulation, or valid legal process.

(d) AI-Generated Outputs

Output generated by the Services from Customer Content (including AI-generated outputs) is Customer Content and is owned by you, subject to the following:

(xliii) AI-generated outputs may incorporate patterns, structures, or information derived from the AI models’ training data, and Diaflow makes no representation that such outputs are original or non-infringing;

(xliv) you are solely responsible for reviewing AI-generated outputs for accuracy, appropriateness, and compliance with applicable law before use or distribution;

(xlv) Diaflow does not claim ownership of AI-generated outputs but retains the right to use anonymized and aggregated metadata about output patterns to improve the Services, subject to Section 3(c); and

(xlvi) identical or similar outputs may be generated for other customers using the same AI models, and such occurrence does not grant you exclusive rights to any particular output.

(e) Diaflow Property

Diaflow IP and all related Intellectual Property Rights are the exclusive property of Diaflow and its licensors. Nothing in this Agreement creates a license in or under any such Intellectual Property Rights except as expressly provided. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Diaflow IP. For the avoidance of doubt, Diaflow Public Materials (as defined in Section 2(e)) — including pre-built workflow templates, prompt libraries, agent configurations, integration templates, documentation, tutorial content, UI designs, and API schemas — constitute Diaflow IP regardless of whether they are made publicly accessible, and may not be used, reproduced, adapted, or incorporated into any competing product, service, or AI system without Diaflow’s prior written consent. The public availability of any Diaflow materials does not constitute a waiver of Diaflow’s Intellectual Property Rights therein or a grant of any license to use such materials for competitive purposes.

(f) Mutual IP Indemnification

By Diaflow. Diaflow shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services (excluding Customer Content, Third-Party Products, and third-party AI model outputs) infringe or misappropriate such third party’s Intellectual Property Rights, and shall pay any final judgment or approved settlement arising therefrom. If the Services become, or in Diaflow’s reasonable opinion are likely to become, the subject of an infringement claim, Diaflow may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected portion of the Services and refund any prepaid fees for the unused portion of the Term.

By Customer. Customer shall defend, indemnify, and hold harmless Diaflow from and against any third-party claim alleging that Customer Content infringes or misappropriates such third party’s Intellectual Property Rights, and shall pay any final judgment or approved settlement arising therefrom.

(g) Feedback

By submitting Feedback through designated feedback channels (in-product feedback forms, feature request portals, or emails explicitly labeled as feedback to [email protected]), you agree that your disclosure is gratuitous, unsolicited, and without restriction. You hereby assign to Diaflow all right, title, and interest in any such Feedback, including all Intellectual Property Rights therein, and Diaflow is free to use such Feedback without compensation or attribution. For the avoidance of doubt, casual comments in support tickets, general correspondence, or conversations with Diaflow personnel do not constitute Feedback and are not subject to this assignment.

(h) DMCA Notice

Diaflow respects intellectual property rights and responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe your copyrighted work has been infringed, you may submit a DMCA notice to our designated copyright agent at [email protected], including:

(xlvii) a physical or electronic signature of the copyright owner or authorized representative;

(xlviii) identification of the copyrighted work;

(xlix) identification of the infringing material and its location;

(l) your contact information;

(li) a good faith statement that the use is not authorized; and

(lii) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

Diaflow has adopted a policy of terminating, in appropriate circumstances, the accounts of repeat infringers.

5. Customer Responsibilities

(a) Acceptable Use Policy

You agree to comply with all terms of this Agreement, all applicable laws, and all guidelines, standards, and requirements posted on www.diaflow.io from time to time. The use restrictions set forth in Section 2(e) constitute the Acceptable Use Policy ("AUP") and are incorporated herein by reference.

(b) Account Responsibility

You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether authorized or unauthorized. You are responsible for all acts and omissions of Authorized Users, and any breach by an Authorized User will be deemed a breach by you. You shall ensure all Authorized Users are aware of and comply with applicable provisions of this Agreement.

(c) Credentials Security

You are responsible for maintaining the confidentiality of all passwords, API keys, and access credentials associated with the Services. You shall not sell or transfer credentials to any unauthorized person. You must promptly notify Diaflow of any unauthorized access or suspected security breach.

(d) Third-Party Products

The Services may permit access to Third-Party Products, which are subject to their own terms and conditions. Diaflow does not endorse or assume responsibility for any Third-Party Products. You access Third-Party Products at your own risk. For information on how data flows to and from Third-Party Products, please refer to Section 5 (Sharing and Disclosure) and Section 12 (Third-Party Links and Integrations) of our Privacy Policy.

6. Third-Party Integrations and Connected Accounts

(a) Connected Accounts and Authorization

The Services enable you to connect third-party applications, platforms, and services ("Connected Apps") through OAuth, API keys, access tokens, webhooks, or other authentication mechanisms. By connecting a Connected App to the Services, you expressly authorize Diaflow to access, retrieve, transmit, modify, and otherwise interact with data and functionality within that Connected App on your behalf, solely to the extent necessary to execute your configured workflows, automations, and agent tasks. You represent and warrant that you have all necessary rights, permissions, and authority to grant Diaflow such access and to use the Connected App in conjunction with the Services. For details on the types of data collected from Connected Apps, see Section 2.3 (Information from Third Parties) of our Privacy Policy.

(b) Customer Responsibility for Connected Apps

You are solely responsible for:

(liii) selecting and configuring the Connected Apps used within the Services;

(liv)ensuring that your use of Connected Apps through the Services complies with the respective third-party terms of service, acceptable use policies, API usage policies, rate limits, and any other applicable terms imposed by the Connected App provider;

(lv) maintaining valid and current API credentials, tokens, and authentication for each Connected App;

(lvi)reviewing and understanding the permissions and scopes granted when connecting a Connected App; and

(lvii) monitoring your usage to avoid exceeding rate limits, quotas, or usage thresholds imposed by Connected App providers.

(c) Data Flowing Through Integrations

Data transmitted between the Services and Connected Apps ("Integration Data") is subject to both this Agreement and the terms and privacy policies of the applicable Connected App provider. You acknowledge that:

(lviii) Diaflow acts as an intermediary facilitating data transfer and workflow execution between Connected Apps as directed by your configurations;

(lix) Diaflow does not independently verify, validate, or assume responsibility for the accuracy, legality, or appropriateness of Integration Data;

(lx) Integration Data may be processed and temporarily stored by Diaflow to the extent necessary to execute workflows, subject to the data security measures described in Section 9(c) and Section 7 (Data Security) of our Privacy Policy; and

(lxi)you are solely responsible for ensuring that the transfer and processing of Integration Data complies with all applicable data protection laws, including obtaining any necessary consents from data subjects whose personal data may flow through integrations.

(d) No Guarantee of Third-Party Availability

Diaflow does not control and makes no representations or warranties regarding the availability, performance, reliability, security, or continued existence of any Connected App or its APIs. Connected App providers may, at any time and without notice to Diaflow:

(lxii) modify, deprecate, or discontinue their APIs or services;

(lxiii) change authentication requirements, rate limits, or data access scopes;

(lxiv) impose new fees or usage restrictions; or

(lxv) suspend or terminate Diaflow’s or your access.

Diaflow shall not be liable for any disruption, data loss, workflow failure, or other impact arising from changes made by Connected App providers.

(e) Credential Security for Integrations

You are solely responsible for the security of all API keys, OAuth tokens, access credentials, and other authentication materials used to connect Connected Apps to the Services. You shall:

(lxvi) use the principle of least privilege when granting permissions and scopes;

(lxvii) regularly rotate credentials in accordance with security best practices;

(lxviii) immediately revoke and replace any credentials that may have been compromised; and

(lxix) promptly notify Diaflow of any suspected unauthorized access to your Connected Apps through the Services. Diaflow encrypts stored credentials using industry-standard encryption methods (as described in Section 7 (Data Security) of our Privacy Policy) but shall not be liable for unauthorized access resulting from your failure to maintain credential security.

(f) Workflow Execution and Automated Actions

You acknowledge that workflows and automations configured within the Services may perform actions in Connected Apps automatically and without further confirmation at the time of execution, including but not limited to creating, reading, updating, and deleting data; sending messages or communications; triggering processes; and invoking third-party APIs. You are solely responsible for:

(lxx) the design, configuration, and testing of all workflows before activation;

(lxxi) all actions performed by the Services in Connected Apps as a result of your workflow configurations;

(lxxii) any consequences arising from automated actions, including unintended data modifications, communications sent in error, or cascading effects across connected systems; and

(lxxiii) implementing appropriate safeguards, such as approval steps and error handling, within your workflows.

(g) Indemnification for Integration Use

Without limiting the general indemnification obligations in Section 11, you shall additionally defend, indemnify, and hold harmless Diaflow from and against any claims, damages, or liabilities arising from:

(lxxiv) your violation of any Connected App provider’s terms of service or API usage policies;

(lxxv) unauthorized or improper use of third-party APIs through the Services;

(lxxvi) data breaches or privacy violations resulting from your integration configurations; or

(lxxvii) any third-party claims related to actions performed by the Services in Connected Apps pursuant to your workflow configurations.

7. Fees, Payment, and Credits

(a) Billing Policies

Certain aspects of the Services are provided for a fee. If you elect to use paid features, you agree to the Pricing and Payment Terms available at www.diaflow.io/pricing, as updated from time to time. Diaflow may add new services, features, or charges, and may amend fees for existing services, at any time in its sole discretion. Changes to pricing shall become effective in the billing cycle following at least thirty (30) days’ notice to you.

(b) Credits and Usage

Diaflow allocates Credits to Customer Accounts based on the applicable plan tier. Credits are consumed when you use certain features of the Services, including AI workflow executions, agent interactions, and API calls. Credit allocation, consumption rates, and applicable limits are described in the Documentation and on the pricing page.

Modification of Basic Account Credits. Diaflow reserves the right, in its sole and absolute discretion, to modify, reduce, increase, or otherwise adjust the number of Credits allocated to Basic (free-tier) accounts at any time and without prior notice to the Customer. Such modifications may include, but are not limited to, changes to the initial Credit allocation, periodic Credit refreshes, Credit consumption rates, and the types of features accessible using Credits. By using a Basic account, you acknowledge and agree that Credit allocations are subject to change at Diaflow’s sole discretion, and that Diaflow shall have no obligation to provide advance notice of any such modifications. Continued use of the Services following any Credit modification constitutes your acceptance of the revised Credit terms. Diaflow shall not be liable for any loss, damage, or inconvenience arising from modifications to Credit allocations for Basic accounts.

(c) Refund Policy

You may cancel your Customer Account at any time. Refunds are subject to the following:

(lxxviii) Termination by Customer: No refunds shall be provided for voluntary cancellation. Your subscription will remain active until the end of the current billing period.

(lxxix) Termination by Diaflow for Customer Breach: No refund shall be provided where Diaflow terminates your account due to your violation of this Agreement.

(lxxx) Termination by Diaflow Without Cause: If Diaflow terminates your account for its own convenience or without cause, you shall be entitled to a pro-rata refund of any prepaid fees for the unused portion of the then-current subscription term.

(lxxxi) Credits: Unused Credits are non-refundable and non-transferable, except as expressly provided in an Enterprise agreement.

(d) Free Trials

We or our payment service providers may offer free trials. Upon expiration of a free trial, your payment method will be automatically charged for the applicable subscription fee unless you cancel before the trial ends. No notice of trial expiration will be provided.

(e) Automatic Renewal

IF YOU SUBSCRIBE TO A PAID PLAN, THE APPLICABLE FEES WILL AUTOMATICALLY RENEW ON A RECURRING BASIS UNLESS YOU CANCEL YOUR SUBSCRIPTION. CANCELLATION NOTICES MUST BE SUBMITTED THROUGH YOUR ACCOUNT SETTINGS OR IN WRITING TO [email protected] AND WILL BE EFFECTIVE IN THE BILLING CYCLE FOLLOWING RECEIPT. YOU AUTHORIZE DIAFLOW OR ITS PAYMENT PROCESSOR TO CHARGE YOUR PAYMENT METHOD FOR RECURRING FEES AND APPLICABLE TAXES.

(f) Payment Information; Taxes

We process payments through Stripe. By using the Services, you agree to be bound by Stripe’s Services Agreement at https://stripe.com/us/legal. All payment information must be accurate, complete, and current. You are responsible for all applicable taxes relating to your purchases and transactions. For details on how payment and financial data is processed and stored, see Section 2.1 (Information You Provide) of our Privacy Policy.

8. Confidential Information

The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Either party may disclose Confidential Information to the limited extent required:

(lxxxii) to comply with a court order or applicable law, provided the receiving party: (A) promptly notifies the disclosing party in writing, to the extent not prohibited by law or court order; (B) reasonably cooperates with the disclosing party’s efforts to seek a protective order or other appropriate remedy; and (C) discloses only that portion of Confidential Information that is legally required to be disclosed; or

(lxxxiii) to establish rights under this Agreement.

Obligations of non-disclosure are effective from the date of disclosure and expire five years thereafter, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

9. Data Protection and Privacy

(a) Privacy Policy

Diaflow processes personal data in accordance with its Privacy Policy. By using the Services, you acknowledge and accept our Privacy Policy as updated from time to time. The Privacy Policy provides comprehensive details on: (i) the categories of personal data collected (Section 2); (ii) purposes of processing (Section 3); (iii) AI-specific data practices including third-party AI provider data routing (Section 4); (iv) data sharing and disclosure (Section 5); (v) data retention periods (Section 6); (vi) security measures (Section 7); (vii) international data transfer safeguards (Section 8); and (viii) your privacy rights under GDPR, UK GDPR, CCPA/CPRA, and Singapore PDPA (Section 9). To the extent any provision of this Agreement conflicts with the Privacy Policy on matters of personal data processing, the Privacy Policy shall prevail.

(b) Data Processing

To the extent Diaflow processes personal data on your behalf as a data processor under applicable data protection laws (including the EU General Data Protection Regulation, the UK GDPR, and Singapore’s Personal Data Protection Act), the parties shall enter into a Data Processing Agreement ("DPA") upon request. Customers may request a DPA by contacting [email protected]. Such DPA shall form part of this Agreement and shall include, at a minimum: (i) the subject matter, duration, nature, and purpose of processing; (ii) the types of personal data processed; (iii) the categories of data subjects; (iv) the obligations and rights of the controller and processor; and (v) sub-processor management procedures.

(c) Data Security

Diaflow implements and maintains commercially reasonable technical and organizational measures to protect Customer Content and personal data against unauthorized access, loss, or alteration, including encryption of data in transit (TLS 1.2+) and at rest (AES-256), role-based access controls, regular security assessments, and incident response procedures. Details of our security practices are available at compliance.diaflow.io/general/security-practices. See also Section 7 (Data Security) of our Privacy Policy.

(d) Data Breach Notification

In the event of a confirmed personal data breach (as defined under applicable data protection law) affecting Customer Content or personal data, Diaflow shall: (i) notify the affected Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach; (ii) provide reasonable details of the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the breach; (iii) cooperate with Customer’s own breach notification obligations under applicable law; and (iv) take commercially reasonable steps to contain and remediate the breach. Notification shall be delivered via the email address associated with the Customer Account and, where applicable, through in-app notification. Diaflow’s notification obligations under this Section are in addition to, and do not limit, any obligations under applicable data protection law, including GDPR Articles 33 and 34, Singapore PDPA Section 26C, and applicable US state breach notification statutes. For information on Diaflow’s incident response procedures, see Section 7 (Data Security) of our Privacy Policy.

(e) Data Retention and Deletion

Upon termination of this Agreement or your Customer Account, Diaflow will delete or anonymize Customer Content within thirty (30) days, unless a longer retention period is: (i) required by applicable law, regulation, or valid legal process; (ii) necessary to resolve pending disputes or enforce this Agreement; or (iii) required to maintain Aggregated Statistics in accordance with Section 2(f). During the thirty (30) day post-termination period, Customer may request an export of Customer Content in a machine-readable format through account settings or by contacting [email protected]. After the thirty (30) day period, Diaflow shall have no obligation to retain or provide access to Customer Content. For active accounts, Diaflow retains Customer Content, including workflow execution logs, for the duration of the subscription term plus ninety (90) days. You may request deletion of specific Customer Content at any time through your account settings or by contacting [email protected], and Diaflow will process such requests within fifteen (15) business days, subject to the exceptions stated above. Specific retention periods for different data categories are set forth in Section 6 (Data Retention) of our Privacy Policy.

(f) International Data Transfers

The Services are operated from Singapore. If you are located outside Singapore, you acknowledge that your data may be transferred to, stored, and processed in Singapore or other jurisdictions where Diaflow or its sub-processors operate. Diaflow ensures appropriate safeguards for international transfers of personal data, including: (i) Standard Contractual Clauses (SCCs) approved by the European Commission for transfers from the EEA; (ii) the UK International Data Transfer Agreement or UK Addendum to SCCs for transfers from the United Kingdom; (iii) data processing agreements with all sub-processors that include equivalent transfer safeguards; and (iv) compliance with the Personal Data Protection Act 2012 (Singapore) for transfers involving Singapore residents. For further details, see Section 8 (International Data Transfers) of our Privacy Policy.

(g) Data Portability and Workflow Export

You have the right to export your data from the Services at any time during the Term. Diaflow provides export functionality that enables you to retrieve:

(lxxxiv) Customer Content, including data inputs and outputs processed through the Services;

(lxxxv) workflow definitions and configurations, including trigger conditions, action sequences, branching logic, and node parameters, in a structured, commonly used, and machine-readable format (such as JSON);

(lxxxvi) agent configurations, including prompt templates, tool bindings, and behavioral parameters;

(lxxxvii) integration mappings, including Connected App configurations (excluding third-party credentials and tokens, which remain subject to the applicable Connected App provider’s terms); and

(lxxxviii) execution history and logs, subject to the retention periods set forth in Section 9(e).

Diaflow shall make commercially reasonable efforts to maintain export formats that facilitate portability and interoperability. Export functionality is accessible through the Services’ user interface and, where applicable, through the API. Upon termination of this Agreement, the export rights described in this section remain available during the thirty (30) day post-termination period specified in Section 9(e). These export rights are in addition to, and do not limit, your data portability rights under applicable data protection law as described in Section 9 (Your Privacy Rights) of our Privacy Policy.

(h) Your Privacy Rights

Depending on your jurisdiction, you may have rights with respect to your personal data, including rights of access, rectification, erasure, restriction, portability, and objection, as well as the right to withdraw consent and the right to lodge a complaint with a supervisory authority. These rights are described in detail in Section 9 (Your Privacy Rights) of our Privacy Policy. To exercise any privacy right, contact [email protected]. Diaflow will respond within the timeframe required by applicable law (typically 30 days).

10. Warranty Disclaimer

THE SERVICES, INCLUDING ALL AI-POWERED FEATURES AND OUTPUTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIAFLOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DIAFLOW DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PURPOSE; (C) DEFECTS WILL BE CORRECTED; OR (D) THE SERVICES ARE FREE OF VIRUSES OR HARMFUL COMPONENTS. YOUR USE OF THE SERVICES AND RELIANCE ON ANY AI-GENERATED OUTPUTS IS AT YOUR SOLE RISK.

11. Indemnification

(a) By Customer

You shall defend, indemnify, and hold harmless Diaflow and its subsidiaries, affiliates, officers, directors, employees, contractors, agents, and licensors from and against any claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from:

(lxxxix) your use of the Services;

(xc) your violation of this Agreement;

(xci) your violation of any third-party right, including Intellectual Property Rights or privacy rights;

(xcii) your violation of any applicable law;

(xciii) Customer Content, including AI-generated outputs derived from your inputs;

(xciv) your willful misconduct; or

(xcv) any third party’s access to the Services using your credentials.

(b) By Diaflow

Diaflow’s indemnification obligations with respect to Intellectual Property Rights are set forth in Section 4(f). In addition, Diaflow shall defend, indemnify, and hold harmless Customer from and against any third-party claims arising directly from Diaflow’s gross negligence or willful misconduct in the provision of the Services, and shall pay any final judgment or approved settlement arising therefrom.

(c) Indemnification Procedures

The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (ii) grant the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party’s prior written consent.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DIAFLOW BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; COST OF REPLACEMENT GOODS OR SERVICES; OR ANY DAMAGES ARISING FROM AI-GENERATED OUTPUTS, INCLUDING INACCURATE, INCOMPLETE, OR HARMFUL AI OUTPUTS, REGARDLESS OF WHETHER DIAFLOW WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DIAFLOW’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY CUSTOMER TO DIAFLOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY US DOLLARS (US$50.00). THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY, INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 4(f), 6(g), AND 11; (B) EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION); (C) CUSTOMER’S PAYMENT OBLIGATIONS; OR (D) DAMAGES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by applicable law.

13. Service Levels, Uptime, and Scheduled Maintenance

(a) Uptime Commitment

Diaflow shall use commercially reasonable efforts to maintain the availability of the Services at a rate of at least ninety-nine point nine percent (99.9%) uptime per calendar month, measured as the total number of minutes in the month minus the number of minutes of Downtime, divided by the total number of minutes in the month ("Uptime Percentage"). "Downtime" means any period during which the Services are materially unavailable or materially degraded for all or substantially all customers, as measured by Diaflow’s monitoring systems. Downtime does not include:

(xcvi) Scheduled Maintenance as defined in Section 13(b);

(xcvii) unavailability caused by factors outside Diaflow’s reasonable control, including Force Majeure events described in Section 15(h);

(xcviii) unavailability resulting from Customer’s equipment, software, network connections, or other infrastructure;

(xcix) unavailability caused by third-party services, Connected Apps, or third-party AI model providers;

(c) unavailability resulting from Customer’s actions or inactions in violation of this Agreement; or

(ci) brief periods of degradation lasting less than five (5) consecutive minutes.

(b) Service Credits

If the Services fail to meet the Uptime Percentage target in any calendar month, Customer shall be eligible for Service Credits as follows:

Monthly Uptime Percentage	Service Credit (% of Monthly Fee)
< 99.9% but ≥ 99.5%	10%
< 99.5% but ≥ 99.0%	15%
< 99.0% but ≥ 98.0%	20%
< 98.0% but ≥ 97.0%	25%
< 97.0%	30%

Service Credits are calculated as a percentage of the monthly fees actually paid by Customer for the affected calendar month. To receive Service Credits, Customer must submit a written request to [email protected] within thirty (30) days of the end of the affected month, identifying the dates and times of the claimed Downtime. Diaflow will verify the claim against its monitoring data and, if validated, apply the Service Credit to Customer’s next billing cycle. Service Credits are Customer’s sole and exclusive remedy for Diaflow’s failure to meet the Uptime Percentage. Service Credits may not be redeemed for cash, may not be transferred, and shall not exceed thirty percent (30%) of the applicable monthly fee in any given month. Service Credits expire if not claimed within ninety (90) days of the affected month.

(c) Scheduled Maintenance

Diaflow may perform scheduled or unscheduled maintenance on the Services to ensure the security, stability, and performance of the platform. Diaflow shall use commercially reasonable efforts to: (i) provide at least forty-eight (48) hours’ advance notice of scheduled maintenance through in-app notifications or email; (ii) schedule routine maintenance during off-peak hours (between 00:00 and 06:00 SGT on weekdays, or during weekends) to the extent practicable; and (iii) minimize the duration and frequency of maintenance windows. Emergency maintenance required to address security vulnerabilities, critical bugs, or infrastructure failures may be performed without advance notice. Scheduled and emergency maintenance periods are excluded from Downtime calculations for purposes of the Uptime Percentage in Section 13(a).

(d) Incident Communication

During incidents resulting in material Downtime, Diaflow shall use commercially reasonable efforts to provide periodic updates through in-app notifications, email to affected account owners, or such other communication channels as Diaflow may designate. For incidents exceeding thirty (30) minutes, Diaflow shall notify affected account owners via email. Following resolution of any incident resulting in more than sixty (60) minutes of Downtime, Diaflow shall publish a post-incident summary within five (5) business days. Diaflow shall maintain a publicly accessible status page providing real-time information regarding the operational status of the Services.

(e) SLA for Enterprise Customers

Enterprise-tier customers may negotiate enhanced service level commitments, including custom uptime guarantees (up to 99.99%), dedicated support response times, priority incident escalation, and enhanced service credit arrangements, pursuant to a separate Enterprise Service Level Agreement. Such Enterprise SLA, if executed, shall supersede the applicable provisions of this Section 13 to the extent of any conflict.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

(a) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the courts of Singapore for any actions not subject to arbitration.

(b) Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules then in effect. The arbitration shall be conducted in Singapore in English before a single arbitrator. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

You may opt out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing [email protected] with your name and a clear statement of your intent to opt out. Opting out does not affect any other provision of this Agreement.

Before initiating arbitration, you agree to first contact Diaflow at [email protected] and attempt to resolve the dispute informally for at least sixty (60) days.

(c) Jurisdictional Consumer Protections

Notwithstanding the foregoing, if you are a consumer residing in the European Economic Area, the United Kingdom, or any other jurisdiction whose mandatory consumer protection laws prohibit the enforcement of foreign arbitration clauses, the mandatory arbitration and class action waiver provisions of this Section 14 shall not apply to you, and disputes shall be resolved in the courts of your country of residence in accordance with applicable mandatory consumer protection law.

(d) Class Action/Jury Trial Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND DIAFLOW EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

15. Miscellaneous

(a) Entire Agreement

This Agreement, together with the Privacy Policy, any applicable DPA, and any additional agreements entered into through the Services, constitutes the entire agreement between you and Diaflow concerning the Services and supersedes all prior agreements and understandings.

(b) Modifications

Diaflow may modify this Agreement from time to time. We will notify you of material modifications through email or a prominent notice within the Services at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date of such modifications constitutes acceptance of the modified terms. If you do not agree to the modified terms, you may terminate this Agreement before the effective date of the changes.

(c) Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

(d) Export Compliance

The Services may be subject to Singapore export control laws, including the Strategic Goods (Control) Act. You shall not export, re-export, or make the Services accessible from any jurisdiction in violation of applicable export laws. You shall obtain all necessary permits and approvals before any cross-border transfer.

(e) No Waiver

No failure or delay by Diaflow in exercising any right under this Agreement shall constitute a waiver of that right or any other right.

(f) Notices

Notices to Diaflow must be sent to: Diaflow Pte. Ltd., 114 Lavender Street, #11-83, CT Hub 2, Singapore 338729, or to [email protected]. Notices must be delivered in person, by certified mail, or by recognized courier service. Diaflow may provide notices to you electronically through the email address associated with your account or through the Services.

(g) Assignment

This Agreement is personal to you and may not be assigned or transferred without Diaflow’s prior written consent. Diaflow may assign this Agreement or delegate its obligations without restriction, provided that the assignee agrees to be bound by the terms of this Agreement.

(h) Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to: natural disasters (earthquakes, floods, hurricanes, volcanic eruptions); acts of government, sanctions, embargoes, or regulatory changes; pandemic, epidemic, or public health emergencies; war, armed conflict, terrorism, civil unrest, or acts of sabotage; labor disputes, strikes, or lockouts; power outages, electrical grid failures, or energy shortages; internet backbone failures, telecommunications outages, DNS failures, or distributed denial-of-service attacks; failures, outages, deprecations, or material changes to third-party services, including Connected App APIs, cloud infrastructure providers (such as AWS, Google Cloud, or Azure), third-party AI model providers, payment processors, and other upstream service dependencies; cyberattacks, ransomware, or security incidents affecting Diaflow’s infrastructure or that of its critical vendors; or any other event of similar nature beyond the reasonable control of the affected party.

The affected party shall: (i) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (ii) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (iii) resume performance as soon as reasonably practicable after the Force Majeure Event ceases. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party, and such termination shall not give rise to any liability other than the obligation to pay fees accrued prior to the termination date and, where applicable, the pro-rata refund obligations set forth in Section 7(c). For the avoidance of doubt, outages or performance degradations of Connected Apps or third-party AI model providers that affect workflow execution through the Services shall be treated as Force Majeure Events, and Diaflow shall have no liability for failed, delayed, or incomplete workflow executions resulting therefrom.

(i) Contact

For questions regarding this Agreement, please contact us at [email protected]. For privacy-related inquiries, please contact [email protected]. For data protection inquiries specific to the European Union, you may also contact our EU representative through the contact details above.