Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "you" or "Customer") and GatesFlow, a product of DataCover LLC ("GatesFlow," "we," "us," or "our") regarding your access to and use of the GatesFlow platform, including our website, applications, and related services (collectively, the "Services").

Company Information:
GatesFlow is owned and operated by DataCover LLC, a Tennessee Limited Liability Company.
Address: 110 Somerville Ave Suite 266, Chattanooga, TN 37405

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE ORGANIZATION.

2. Definitions

• "Customer Data" means all data, content, and information uploaded, submitted, or transmitted by you through the Services.
• "Documentation" means the user guides, technical documentation, and help materials provided by GatesFlow.
• "Subscription Plan" means the specific service tier you have subscribed to (Free, Starter Team, Professional Team, or Enterprise).
• "User" means any individual authorized by you to access and use the Services under your account.
• "Organization" means the entity or business that you represent when using the Services.

3. Account Registration and Access

3.1 Account Creation

To use the Services, you must:

• Register for an account by providing accurate and complete information
• Be at least 16 years of age
• Maintain the security of your account credentials
• Promptly update your account information if it changes

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password
• Not share your account credentials with others
• Notify us immediately of any unauthorized use of your account
• Log out of your account at the end of each session when using shared devices

3.3 Organization Accounts

If you create an organization account, you may invite additional users. You are responsible for:

• All activities of users within your organization
• Ensuring users comply with these Terms
• Managing user access and permissions appropriately
• Maintaining sufficient licenses for all active users

4. Subscription Plans and Billing

4.1 Subscription Tiers

We offer multiple subscription plans with different features and usage limits. Details of each plan are available on our pricing page. We reserve the right to modify our pricing and plans with 30 days' notice.

4.2 Billing

• Payment: You agree to pay all fees associated with your Subscription Plan. Fees are billed in advance on a monthly or annual basis.
• Auto-Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
• Payment Methods: We accept major credit cards and process payments through Stripe, our third-party payment processor.
• Failed Payments: If a payment fails, we will attempt to charge your payment method again. Continued payment failure may result in suspension or termination of your account.
• Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying.

4.3 Free Trial

We may offer free trials for certain subscription plans. Free trials are subject to these Terms and any additional terms disclosed at the time of sign-up. At the end of the trial period, you will be automatically charged for the subscription unless you cancel before the trial ends.

4.4 Upgrades and Downgrades

• Upgrades: You may upgrade your plan at any time. Upgrades take effect immediately, and you will be charged a prorated amount for the remainder of your billing period.
• Downgrades: You may downgrade your plan, which will take effect at the end of your current billing period. No refunds or credits will be issued for downgrades.

5. Use of Services

5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

5.2 Usage Restrictions

You agree NOT to:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Rent, lease, lend, sell, sublicense, or otherwise transfer the Services
• Use the Services to violate any laws or regulations
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Use the Services to send spam or unsolicited communications
• Scrape, data mine, or extract data using automated means without permission
• Remove, obscure, or alter any proprietary notices
• Use the Services in any way that could damage our reputation
• Impersonate another person or entity

5.3 Acceptable Use

You must comply with our Acceptable Use Policy, which is incorporated into these Terms by reference. Prohibited activities include, but are not limited to:

• Illegal activities or content
• Harassment, abuse, or threats
• Intellectual property infringement
• Distribution of harmful content
• Excessive use that impacts system performance

5.4 Usage Limits

Your use of the Services is subject to the limits specified in your Subscription Plan, including but not limited to:

• Number of active programs
• Number of users
• Storage capacity
• AI tokens per month

If you exceed your plan limits, we may upgrade your account and charge you accordingly, or we may suspend access until you upgrade your plan.

5.5 Competitive Use Restrictions and Non-Compete

Duration: These competitive use restrictions remain in effect during your use of the Services and for a period of 2 years after termination of your account or access to the Services.

Enforcement: Violation of these restrictions may result in immediate termination, legal action for injunctive relief, and monetary damages. GatesFlow reserves the right to seek all available legal remedies.

5.6 Trade Secrets and Proprietary Information

You acknowledge and agree that the Services contain valuable trade secrets and proprietary information of GatesFlow, including but not limited to:

• Software architecture, source code, algorithms, and technical implementations
• User interface designs, workflows, and user experience patterns
• Business processes, methodologies, and operational procedures
• Data models, database schemas, and system integrations
• AI/ML models, training data, and analytical techniques
• Feature sets, roadmaps, and product strategies
• Pricing strategies, business models, and market positioning

You agree to:

• Maintain the confidentiality of all GatesFlow trade secrets and proprietary information
• Not disclose, publish, or share any proprietary information with third parties
• Not use proprietary information for any purpose other than using the Services as intended
• Implement reasonable security measures to protect confidential information
• Immediately notify GatesFlow of any unauthorized disclosure or use

This obligation survives termination of these Terms indefinitely, or for as long as the information remains a trade secret under applicable law.

5.7 Non-Solicitation

During your use of the Services and for 2 years following termination, you agree NOT to:

• Solicit Employees: Solicit, recruit, hire, or attempt to hire any GatesFlow employee, contractor, or consultant, or encourage any such person to leave their employment or engagement with GatesFlow
• Solicit Customers: Solicit, contact, or market to GatesFlow customers or prospects for the purpose of offering competing products or services
• Interfere with Relationships: Intentionally interfere with GatesFlow's relationships with customers, suppliers, partners, or other business relationships
• Poach Team Members: Induce or attempt to induce any person or entity involved with GatesFlow to terminate their relationship with GatesFlow

5.8 Free Tier Specific Restrictions

Enforcement: We actively monitor Free tier usage patterns. Suspicious activity (e.g., excessive feature exploration, systematic documentation, multiple accounts from same organization) will result in immediate account termination and potential legal action.

Commercial Evaluation Period: Companies evaluating the Services for commercial use have a maximum of 30 days on the Free tier. After 30 days, you must either upgrade to a paid plan or cease using the Services.

5.9 Data Extraction and Scraping Prohibition

You expressly agree NOT to:

• Use any automated tools, bots, scrapers, or scripts to extract data or information from the Services
• Systematically download, copy, or extract substantial portions of the Services' content or data
• Create a database or compilation of information from the Services
• Use the Services' data, structures, or information to train AI/ML models
• Mirror, frame, or replicate any part of the Services
• Attempt to index, catalog, or archive the Services using automated means

5.10 Monitoring and Enforcement Rights

GatesFlow reserves the right to:

• Monitor usage patterns to detect competitive research or suspicious activity
• Implement technical measures to prevent unauthorized data extraction
• Require verification of identity and business purpose for Free tier users
• Terminate accounts that violate these competitive use restrictions without notice or refund
• Pursue legal action for breach of these restrictions, including injunctive relief and monetary damages
• Report violations to relevant authorities and industry organizations

6. Customer Data

6.1 Your Ownership

You retain all ownership rights to your Customer Data. By uploading Customer Data to the Services, you grant us a limited license to use, store, process, and display your Customer Data solely to provide the Services to you.

6.2 Your Responsibilities

You are responsible for:

• The accuracy, quality, and legality of your Customer Data
• Ensuring you have the right to upload and use Customer Data
• Complying with applicable data protection laws
• Maintaining backups of your Customer Data
• Ensuring Customer Data does not violate third-party rights

6.3 Data Security

We implement industry-standard security measures to protect your Customer Data. However, you acknowledge that no security measure is perfect, and we cannot guarantee absolute security. See our Privacy Policy and Security page for more details.

6.4 Data Backup and Export

We perform regular backups of Customer Data. You may export your Customer Data at any time through the Services (feature availability depends on your Subscription Plan). Upon termination, you have 30 days to export your data before it is deleted.

7. Intellectual Property Rights

7.1 Our Ownership

All rights not expressly granted to you in these Terms are reserved by GatesFlow. You acknowledge that no ownership or proprietary rights are transferred to you under these Terms.

7.2 License Scope Limitations

The limited license granted to you under Section 5.1 does NOT include the right to:

• Examine, study, or analyze the Services to understand how they work
• Create derivative works, modifications, or enhancements
• Extract, copy, or replicate any portion of the Services
• Remove, disable, or circumvent any technological protection measures
• Access the Services for the purpose of building a similar or competing product
• Use any automated means to access or navigate the Services

7.3 Feedback Assignment

If you provide any feedback, suggestions, ideas, enhancement requests, recommendations, or other input about the Services ("Feedback"):

• You hereby assign to GatesFlow all right, title, and interest in and to the Feedback
• You grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, reproduce, distribute, and commercialize the Feedback
• You represent that you have the right to provide such Feedback
• We have no obligation to use, implement, or compensate you for any Feedback
• You waive any moral rights in the Feedback

7.4 Trademarks and Brand Protection

"GatesFlow" and all related trademarks, service marks, logos, slogans, and trade dress are the exclusive property of GatesFlow. You may not:

• Use our trademarks without prior written permission
• Use marks that are confusingly similar to our trademarks
• Register domain names containing our trademarks
• Use our trademarks in a manner that disparages or misrepresents
• Imply endorsement, sponsorship, or affiliation without authorization

7.5 Copyright Notices

All content within the Services is protected by copyright. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices contained in or on the Services.

7.6 DMCA and IP Infringement Claims

If you believe someone is infringing your intellectual property rights on our platform, contact legal@gatesflow.com. We take IP rights seriously and will investigate all claims.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and use it only as necessary to fulfill obligations under these Terms. This obligation survives termination of these Terms for a period of 5 years.

9. Warranties and Disclaimers

9.1 Your Warranties

You represent and warrant that:

• You have the authority to enter into these Terms
• Your use of the Services complies with all applicable laws
• Your Customer Data does not infringe third-party rights
• You will comply with all applicable data protection laws

9.2 Our Warranties

We warrant that the Services will perform substantially in accordance with the Documentation under normal use. For any breach of this warranty, your exclusive remedy is for us to use commercially reasonable efforts to correct the issue or, if we cannot correct it, to terminate your subscription and refund prepaid fees for the unused portion.

9.3 Disclaimers

10. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10A. Remedies for Competitive Use and IP Violations

11. Indemnification

You agree to indemnify, defend, and hold harmless GatesFlow, DataCover LLC (the parent company of GatesFlow), their affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms, including without limitation any competitive use restrictions
• Your use or misuse of the Services
• Your Customer Data
• Your violation of any third-party rights, including intellectual property rights
• Your violation of applicable laws or regulations
• Any breach of your representations and warranties
• Any misappropriation of trade secrets or proprietary information

12. Term and Termination

12.1 Term

These Terms begin when you first access the Services and continue until terminated in accordance with this section.

12.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us. Termination will be effective at the end of your current billing period. You will not receive a refund for any prepaid fees.

12.3 Termination by Us

We may suspend or terminate your access to the Services:

• Immediately for violation of these Terms
• Immediately if we believe your account poses a security risk
• With 30 days' notice for convenience
• Immediately if required by law
• For non-payment after notice

12.4 Effect of Termination

Upon termination:

• Your license to use the Services immediately terminates
• You must stop using the Services
• You have 30 days to export your Customer Data
• After 30 days, we may delete your Customer Data
• Sections that by their nature should survive will survive (e.g., liability limitations, indemnification)

13. Changes to Services and Terms

13.1 Changes to Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time. We will provide reasonable notice of material changes that negatively impact your use of the Services.

13.2 Changes to Terms

We may modify these Terms from time to time. We will notify you of material changes by email or through the Services. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Services.

14. Dispute Resolution

14.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@gatesflow.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

14.2 Arbitration

If we cannot resolve a dispute informally, you and GatesFlow agree to resolve disputes through binding arbitration, except for disputes that qualify for small claims court. Arbitration will be conducted by a neutral arbitrator in accordance with the rules of the American Arbitration Association (AAA).

Class Action Waiver: You agree that disputes will be resolved on an individual basis, and you waive any right to participate in a class action lawsuit or class-wide arbitration.

14.3 Exceptions

Either party may seek injunctive relief in court to protect intellectual property rights.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Tennessee and the United States of America, without regard to conflict of law principles.

15.2 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and GatesFlow regarding the Services.

15.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

15.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

15.6 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, or failures of third-party services.

15.7 Export Compliance

The Services may be subject to export control laws. You agree to comply with all applicable export and import laws and regulations.

15.8 U.S. Government Rights

The Services are "commercial computer software" and "commercial computer software documentation" as defined in Federal Acquisition Regulation (FAR) 12.212 and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202. U.S. Government users acquire the Services with only those rights set forth in these Terms.

16. Contact Information

If you have any questions about these Terms, please contact us: