SmartFlowSmartFlow Inventory

SMARTFLOW: TERMS OF USE

ABV Dynamics, Inc.

Last Updated: May 27, 2026

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES.

1. ACCEPTANCE OF TERMS AND BINDING AGREEMENT

By (a) creating an account, (b) clicking "I Agree," "Sign Up," or any similar button, or (c) accessing or using the Services in any way, you enter into a legally binding contract with ABV Dynamics, Inc. ("Company," "we," "us," or "our"). You represent that you are at least 18 years old and have the legal authority to enter this agreement on behalf of yourself or the organization you represent.

Account creation constitutes your electronic signature and acceptance of these Terms in full.

2. DEFINITIONS

"Services" means all software, platforms, APIs, dashboards, analytics tools, and related offerings provided by the Company, including SmartFlow.

"User Content" means any data, files, inventory records, or other inputs you upload or transmit through the Services.

"Aggregated Data" means data derived from User Content that has been de-identified, anonymized, statistically combined, or otherwise transformed such that it cannot reasonably be used to identify you or any individual.

3. DESCRIPTION OF SERVICES

The Company provides SaaS-based tools for inventory optimization, demand prediction, data aggregation, and analytics. The Services are provided as a platform only. We do not guarantee any specific business outcome, inventory result, or financial performance from use of the Services.

The Company may modify, suspend, or discontinue any feature or the entirety of the Services at any time, with or without notice, and without liability to you.

4. ACCOUNT RESPONSIBILITIES

You agree to:

  • Provide accurate, current, and complete information during registration and keep it updated.
  • Maintain the confidentiality of your login credentials.
  • Be solely and fully responsible for all activity that occurs under your account.
  • Notify us immediately of any unauthorized use.

We reserve the right to suspend or terminate any account at our sole discretion, for any reason, without notice or liability.

5. ACCEPTABLE USE

You may not use the Services to:

  • Violate any applicable law or regulation.
  • Reverse engineer, decompile, or attempt to extract source code.
  • Upload malicious code, viruses, or harmful data.
  • Attempt unauthorized access to any system, account, or network.
  • Engage in fraudulent, deceptive, or abusive conduct.
  • Interfere with or disrupt the integrity or performance of the Services.

Violation of this section may result in immediate termination without notice.

6. DATA RIGHTS, OWNERSHIP, AND MONETIZATION

6.1 Your Ownership of User Content

You retain ownership of your identifiable User Content.

6.2 License Grant to Company

By uploading or submitting User Content, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, store, process, copy, and display your User Content solely to operate and improve the Services.

6.3 Aggregated Data: Company Ownership

The Company has full and exclusive ownership of all Aggregated Data. Aggregated Data is not User Content. It includes any data that is de-identified, anonymized, statistically derived, benchmarked, or combined across users or accounts. Aggregated Data does not identify you or any individual user.

6.4 Commercial Use and Sale of Aggregated Data

By creating an account and using the Services, you expressly acknowledge and agree that the Company may, at its sole discretion and without additional notice, consent, or compensation to you:

  • Analyze, model, and derive insights from Aggregated Data.
  • License, sell, transfer, or distribute Aggregated Data to third parties.
  • Use Aggregated Data for commercial, research, product development, or strategic purposes.
  • Share Aggregated Data with partners, investors, customers, or acquirers.

This right survives termination of your account or these Terms.

6.5 No Re-Identification Obligation

Aggregated Data is not considered personal data under these Terms. The Company has no obligation to re-identify or reverse-anonymize Aggregated Data, and you waive any claim arising from its commercial use.

6.6 Data Accuracy and Outputs

All outputs, predictions, and recommendations generated by the Services are probabilistic in nature and are not guaranteed to be accurate, complete, or suitable for any particular purpose. You are solely responsible for all business decisions made in reliance on the Services.

7. PAYMENTS AND SUBSCRIPTIONS

All fees are non-refundable unless explicitly stated in writing. Subscriptions auto-renew at the end of each billing cycle unless canceled before renewal. The Company may change pricing at any time with reasonable notice. Failure to pay may result in immediate suspension or termination of access.

8. INTELLECTUAL PROPERTY

All components of the Services, including software, algorithms, interfaces, and documentation (excluding User Content), are owned exclusively by the Company or its licensors. You receive only a limited, revocable, non-transferable, non-sublicensable license to access and use the Services during your subscription term.

9. THIRD-PARTY SERVICES

The Services may integrate with or link to third-party tools, APIs, or platforms. The Company is not responsible for the availability, accuracy, or practices of any third-party service. Use of third-party services is at your sole risk.

10. TERMINATION

The Company may terminate or suspend your access at any time, for any reason, without prior notice or liability. Upon termination, your license to use the Services ends immediately. Sections 6, 8, 12, 13, 14, and 17 survive termination.

11. DATA BACKUP

The Company does not guarantee data retention, storage, or backup. You are solely responsible for maintaining independent backups of your User Content. The Company is not liable for any data loss.

12. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY OUTPUTS, FORECASTS, OR RECOMMENDATIONS WILL BE ACCURATE OR RELIABLE.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party rights.

15. FORCE MAJEURE

The Company is not liable for delays or failures caused by circumstances beyond its reasonable control, including infrastructure outages, cyberattacks, natural disasters, internet disruptions, or third-party service failures.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising under these Terms shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Delaware. YOU EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. The Company may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. CHANGES TO TERMS

The Company may update these Terms at any time. We will post the revised Terms with an updated date. Your continued use of the Services after any such update constitutes your acceptance of the new Terms.

18. GENERAL

Assignment: The Company may assign these Terms without restriction. You may not assign without prior written consent. Severability: If any provision is found invalid, the remaining provisions remain in full effect. Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Services. No Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.

Contact: jr@smartflowinventory.com ABV Dynamics, Inc., Delaware C-Corp