1. About these Terms
These Terms of Service ("Terms") are an agreement between Flourish Public Benefit LLC, a Delaware limited liability company ("Flourish", "we", "us") and the organization or person that uses our services ("Customer", "you"). They cover Flourish's web apps, such as the Flourish Dashboard, Greenhouse and Spark; our AI agents; our APIs; our Salesforce packages; our website; and the support and other services that come with them (together, the "Services").
You accept these Terms by signing an Order Form that refers to them, by clicking to accept them, or by using the Services. If you accept them for an organization, you confirm that you may bind it, and "Customer" means that organization.
If you use the Services through an organization, as its staff, member, volunteer or client, the organization's agreement with us covers the Services it gives you. You still agree to use them as these Terms and our Acceptable Use Policy require, and Sections 8 and 9 apply to you directly. If you use an agent, web app or form that one of our customers has opened to the public, these Terms and the AUP apply to your use of it, and that customer is responsible for what it offers you.
Your "Agreement" with us is made up of your Order Forms, these Terms, our Data Processing Addendum ("DPA") and our Acceptable Use Policy ("AUP"). Where they conflict, an Order Form or other agreement signed by both of us comes first, then the DPA (for personal information), then these Terms. Our Privacy Policy explains how we handle personal information.
If your organization has signed a Flourish Customer Agreement or another agreement with us, that agreement governs the products and services it covers, and these Terms apply to them only where it says nothing. A product your organization turns on itself in the Flourish Dashboard, outside that agreement, is provided under these Terms. The AUP applies to everyone who uses the Services.
2. Definitions
- "Agent" means an AI assistant or automated process in the Services that reads, writes or acts on instructions, including agents and personas that you build, configure or use.
- "Connected Account" means an account at another service, such as Google Workspace, Microsoft 365 or Salesforce, that a User authorizes the Services to use.
- "Customer Data" means the data and content that you and your Users put into the Services, and that the Services obtain for you from Connected Accounts, including Input and Output. It does not include Usage Data.
- "Documentation" means our user guides and help, at docs.toflourish.org and in the Services.
- "Input" means what is given to an Agent or other AI feature, and "Output" means what it produces.
- "Installed Component" means software we provide for you to install in your own environment, such as a Salesforce managed package.
- "Order Form" means an ordering document, or a subscription or plan chosen in the Services, that refers to these Terms.
- "Subscription Term" means the period of a subscription in an Order Form, including its renewals.
- "Third-Party Service" means a product or service that is not provided by Flourish, including each service behind a Connected Account.
- "Usage Data" means information about how the Services are used and perform, such as logs, request counts and error rates. It does not include the contents of Customer Data.
- "User" means a person you allow to use the Services under your account, such as your staff, contractors, members, volunteers or clients.
3. Using the Services
3.1 Access. Subject to the Agreement, including paying the fees, you may use the Services during the Subscription Term for your own internal purposes, within the scope of your Order Form (such as the products, number of Users and usage limits it names) and the Documentation.
3.2 Accounts. Users must keep their sign-in credentials and API tokens confidential and may not share them. You are responsible for what happens under your accounts, including what your Users do and what Agents do at their direction, and you will tell us promptly if you believe someone has used them without authorization.
3.3 On your own. If you use the Services on your own and not through an organization, you are the Customer for your account, and you must be at least 18 years old.
3.4 Minors. The Services are not directed to children under 13. An organization that gives Users under 18 access to the Services is responsible for obtaining any consent the law requires from a parent or guardian.
3.5 Changes to the Services. We improve the Services continually and may add, change or remove features. We will not materially reduce the overall functionality of a paid Service during its current Subscription Term, and we will tell you before we remove a feature you pay for.
3.6 Previews and free use. Features labeled preview, beta or pilot, trials, and Services we provide free of charge may change or end at any time, are provided as is, and are excluded from the commitments in Section 14.2. Our total liability for them is limited to US $100.
3.7 Support. We provide support as your Order Form and the Documentation describe.
4. Salesforce packages and other Installed Components
4.1 License. During the Subscription Term, we grant you a non-exclusive, non-transferable license to install Installed Components in your own environments, such as your Salesforce production and sandbox orgs, and to use them with the Services as the Documentation describes.
4.2 Updates. We may deliver updates to Installed Components, including by pushing a new version to your environments. Keeping them current is part of using them, and we support only current versions.
4.3 The platform they run on. The platform an Installed Component runs on, such as Salesforce, is provided by its own vendor under your agreement with that vendor, and we are not responsible for it. Data in your environment stays there, except what an Installed Component sends to the Services as the Documentation describes.
4.4 At the end. When your Subscription Term ends, you will uninstall the Installed Components, which may stop working.
5. AI agents and Output
5.1 What Agents do. Agents act on instructions from Users and within the configuration you set, such as their instructions, tools, schedules and the Connected Accounts they may use. Some Agents act on a schedule or on their own initiative within that configuration, for example to check in, follow up or keep a record current. You are responsible for how your Agents are configured and for what they do within that configuration, including messages they send and records they change in Connected Accounts, as if your Users had done it themselves.
5.2 Output. AI is probabilistic. Output can be inaccurate, incomplete or inappropriate, and others may receive similar Output. You must evaluate Output before relying on it, and you may not use it as the only basis for a decision that significantly affects a person, as the AUP explains.
5.3 Not professional advice or emergency help. Agents do not give professional medical, mental health, legal or financial advice, and the Services are not an emergency service. A feature that recognizes signs of a crisis, points people to help, or alerts someone an organization has named is a safety measure, not a substitute for emergency services or professional care.
5.4 AI providers. The Services use AI models from third-party providers, which process Input to produce Output. We make commercially reasonable efforts to use only providers whose terms do not permit them to train or fine-tune their models on customer data, we configure our use of them to prevent it where a provider offers that option, and we never authorize it ourselves. Where your Order Form or a business associate agreement requires it, we provide the Services it covers on our path through Amazon Bedrock, where the model providers do not receive your data. If you connect your own account with an AI provider, that provider's terms govern what it does with the content sent to it. Section 7.8 covers our own use of your data.
6. Connected Accounts and Third-Party Services
6.1 Your authorization. When a User connects an account, they authorize Flourish to access and act in it on their behalf, within the permissions they grant, for the Services and Agents they direct to use it. Choosing which connection a Service or Agent uses is that direction. A connection made for an organization is held for that organization and managed by its administrators.
6.2 Their terms. Your use of a Third-Party Service is governed by your agreement with its provider. We are not responsible for Third-Party Services, their availability, or what they do with data. If a provider changes or ends the access we rely on, we may change or stop the features that depend on it.
6.3 Disconnecting. A User may disconnect an account at any time, in the Services or in the other service's own settings.
7. Customer Data
7.1 Yours. As between you and us, you own Customer Data, including Output, and we assign to you any rights we have in Output. Agents and configurations you create are yours; the Services, and the base agents, prompts, templates and models we provide, are ours (Section 13).
7.2 Our use. You grant us a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Services, to prevent or address abuse, and as the law requires. We handle personal information in Customer Data under the DPA.
7.3 Your responsibilities for it. You are responsible for Customer Data and for having the rights, and giving the notices and obtaining the consents, that the law requires for us to process it as the Agreement describes. This includes information about your clients, members, donors and others that you bring into the Services.
7.4 Sensitive data. Unless an Order Form or another agreement signed by both of us says otherwise, you will not put into the Services protected health information under HIPAA (unless we have signed a business associate agreement with you, in which case we process it on our HIPAA-eligible infrastructure) or payment card numbers. You are responsible for deciding whether the Services meet the requirements of any other law that applies to your data, such as FERPA or 42 CFR Part 2.
7.5 Usage Data. We may use Usage Data to operate, secure, bill for and improve the Services. We share it with others only in aggregated, de-identified form that identifies neither you nor any person. Usage Data never includes the contents of Customer Data or information obtained from Connected Accounts.
7.6 Export and deletion. You may export Customer Data during the Subscription Term through the Services or by asking us. For 60 days after the Agreement or a subscription ends, you may ask us to make the affected Customer Data available for export in a commonly used machine-readable format. We then delete it as the DPA describes, and confirm the deletion in writing if you ask.
7.7 Security. We protect Customer Data with the safeguards described in the DPA.
7.8 No training on your data. We will not use Customer Data, whether identifiable or de-identified, to train, fine-tune or evaluate any AI or machine learning model, or for product development, without your prior written consent. Using your data to provide the Services to you, such as an agent keeping notes so it can help you later, is not training. You may give that consent for a product by turning on a setting described on our Opt-ins page.
8. Content others can see
8.1 Sharing. Some Services let Users share content with others or open it to the public, for example an agent, a forum or a web app. The User who shares content is responsible for it, and grants Flourish a license to host it and show it to the audience they chose, for as long as it is shared there.
8.2 Removal. We do not review all content, but we may remove or restrict content that we believe breaks the Agreement or the law, including content reported under our Copyright Policy.
8.3 Communities. An organization that runs a group or community in the Services sets its guidelines and is responsible for moderating it, with the tools the Services provide.
9. Your responsibilities
You will use the Services in compliance with the law, the Documentation and the AUP, and make sure your Users do the same. You are responsible for configuring the Services for your organization, including who may see and do what and which Agents may act where, and for the accuracy of the account and billing information you give us.
10. Fees and payment
10.1 Fees. You will pay the fees in your Order Form. Fees based on usage are measured by the Services, and we will show you the measurements on request.
10.2 Invoices. Unless your Order Form says otherwise, fees are invoiced in advance, in US dollars, and due within 30 days of the invoice date. Fees are not refundable except as these Terms say.
10.3 Taxes. Fees do not include taxes. You will pay the taxes that apply to your purchase, other than taxes on our income. If you are exempt, give us your exemption certificate and we will not charge the exempt taxes.
10.4 Late payment. If an amount you have not disputed in good faith is overdue, we may charge interest at 1.5% a month or the highest rate the law allows, whichever is lower. If it is still unpaid 30 days after we give you written notice, we may suspend the Services until it is paid.
10.5 Renewals and price changes. A subscription under an Order Form renews only as the Order Form says. A plan you choose in the Services renews month to month until you cancel it, and we may change its price by telling you at least 30 days before the change applies to you.
11. Term, suspension and termination
11.1 Term. The Agreement starts when you accept these Terms and continues while any Subscription Term, or your free use of the Services, continues.
11.2 Ending the Agreement. Either of us may end the Agreement or an Order Form if the other materially breaches it and does not cure the breach within 30 days of written notice, or if the other becomes insolvent or the subject of bankruptcy proceedings. You may stop free use, or close an account you hold on your own, at any time.
11.3 Suspension. We may suspend a User, an Agent or a Service, choosing the narrowest suspension that will do, if we reasonably believe it is needed to prevent harm to the Services, to other customers or to anyone else; if the AUP is being broken; if the law requires it; or as Section 10.4 allows. Where we can, we will tell you first and give you a chance to fix the problem, and we will restore access once it is resolved.
11.4 When the Agreement ends. Your right to use the Services ends, you will stop using them and uninstall Installed Components, and Section 7.6 applies to your Customer Data. If you end the Agreement because of our uncured breach, we will refund the fees you prepaid for the rest of the Subscription Term. Sections 7, 10 (for amounts owed), 11.4 and 12 to 19 continue after the Agreement ends.
12. Confidentiality
"Confidential Information" means non-public information that one of us (the discloser) gives the other (the recipient) and that is marked confidential or should reasonably be understood to be. Your Customer Data is your Confidential Information. The recipient will use the discloser's Confidential Information only for the Agreement, protect it with at least reasonable care, and share it only with its employees, contractors and service providers who need it for the Agreement and are bound by duties at least as protective. This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already had or develops independently, or that it rightfully receives from someone else without a duty of confidentiality. A recipient may disclose Confidential Information when the law requires it, after giving the discloser prompt notice where the law allows, so it can seek protection.
13. Ownership and feedback
Flourish and its licensors own the Services, the Installed Components, the Documentation, the base agents, prompts, templates and models we provide, and all improvements to them. These Terms grant no rights except those they state. If you give us feedback or suggestions, we may use them without any obligation to you.
14. Warranties and disclaimers
14.1 Both of us. Each of us confirms that it has the authority to enter into the Agreement.
14.2 Ours. During a paid Subscription Term, the Services will perform materially as the Documentation describes, and we will not materially reduce the security safeguards in the DPA. If they do not, tell us within 30 days; we will make reasonable efforts to correct the problem, and if we cannot within 30 days, you may end the affected Order Form and receive a refund of the fees you prepaid for the rest of its Subscription Term. That is your only remedy for a breach of this Section 14.2.
14.3 Disclaimer. EXCEPT AS THESE TERMS EXPRESSLY STATE, THE SERVICES, INSTALLED COMPONENTS AND OUTPUT ARE PROVIDED "AS IS". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE, OR ANYTHING ABOUT THIRD-PARTY SERVICES.
15. Indemnification
15.1 By Flourish. We will defend you against any claim by a third party that the Services, as we provide them, infringe its United States patent, copyright or trademark or misappropriate its trade secret, and pay the damages finally awarded or the settlement we agree to. This does not apply to claims arising from Customer Data, Output, Third-Party Services, a combination with anything we did not provide, a modification we did not make, or use in breach of the Agreement. If the Services are, or we believe they may be, the subject of such a claim, we may modify them, get you the right to keep using them, or end the affected Order Form and refund the fees you prepaid for the rest of its Subscription Term.
15.2 By you. You will defend Flourish against any claim by a third party arising from Customer Data, or from your or your Users' use of the Services in breach of the Agreement or the law, including what Agents did at their direction, and pay the damages finally awarded or the settlement you agree to.
15.3 How. The party seeking defense must tell the other promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may admit fault by, or impose an obligation on, the defended party without its consent.
16. Limitation of liability
16.1 Kinds of damages. NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF TOLD THEY WERE POSSIBLE.
16.2 Amount. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID AND OWE FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, OR US $100 IF THAT IS MORE.
16.3 Exceptions. Sections 16.1 and 16.2 do not limit your obligation to pay fees, either party's obligations under Section 15, or liability that the law does not allow to be limited, such as for fraud, gross negligence or willful misconduct.
17. Government and public customers
If you are a government body or a public institution and the law that governs you does not allow a provision of the Agreement, such as one on indemnification by you, limitation of liability, governing law and venue, automatic renewal, interest on late payment, or confidentiality limited by a public information law such as the Texas Public Information Act, that provision applies to you only as far as that law allows. Payment terms follow any prompt payment law that applies to you. If your funding for the Services is not appropriated, you may end the affected Order Form at the end of the funded period by telling us in writing.
18. Changes to these Terms
We may update these Terms. We will post each update here with its date and, if a change is material, tell you by email or in the Services at least 30 days before it takes effect. A material change that adversely affects a paid Subscription Term takes effect at its next renewal, unless the law or security requires sooner. An Order Form or other agreement signed by both of us changes only if both of us agree in writing.
19. General
19.1 Governing law and venue. The laws of the State of Texas govern the Agreement, without regard to their conflict of laws rules. The state and federal courts in Harris County, Texas, have exclusive jurisdiction over any dispute arising out of or relating to it, and each of us consents to them. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Notices. We send notices to the contact in your Order Form or account, or in the Services. Send notices to us at legal@toflourish.org; notices of breach, termination or a claim under Section 15 also go by mail to Flourish Public Benefit LLC, 8409 Hempstead Road, Unit D, Houston, TX 77008.
19.3 Assignment. Neither of us may assign the Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its business or assets, after notice to the other.
19.4 Service providers. We may use service providers, including cloud infrastructure and AI model providers, and we are responsible for their performance under the Agreement. On your written request, we will tell you which ones we use to process your Customer Data.
19.5 Force majeure. Neither of us is liable for a failure or delay, other than in paying money, caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or failures of the internet or of a Third-Party Service.
19.6 Publicity. We may name you as a customer, including with your logo, unless you tell us not to.
19.7 Compliance with trade laws. You will not use or allow use of the Services in violation of United States export control or sanctions laws.
19.8 Everything else. We are independent contractors, and the Agreement creates no third-party beneficiaries. It is the entire agreement between us about its subject and replaces any earlier agreement about it; terms in your purchase order or other documents do not apply. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it. Either of us may accept the Agreement and sign Order Forms electronically. "Including" means "including without limitation".
20. Contact
Flourish Public Benefit LLC
8409 Hempstead Road, Unit D, Houston, TX 77008
Email: legal@toflourish.org