Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Flowcast platform provided by Flowcast, LLC (“Flowcast,” “we” or “us”) to the organization that signs an Order Form referencing these Terms (“Customer” or “you”). The Order Form and these Terms together are the “Agreement.” If they conflict, the Order Form controls.

1. Definitions

• Service means the Flowcast web platform, its features, reports and related support described in an Order Form.
• Customer Data means data Customer or its Users submit to the Service, including financial statements, budgets, billing summaries, water production and loss data, and rate schedules.
• Outputs means the reports, forecasts, analyses and other results the Service generates from Customer Data.
• Users means Customer's employees, board members, and contracted advisors (such as accountants or utility consultants) whom Customer authorizes to use the Service.

2. Access to the Service

Subject to the Agreement and payment of fees, Flowcast grants Customer a non-exclusive, non-transferable right during the subscription term for its Users to access and use the Service for Customer's internal operations. Customer is responsible for its Users' compliance with the Agreement and for keeping login credentials secure.

Customer will not (a) resell, sublicense or provide the Service to third parties other than its Users; (b) reverse engineer or copy the Service; (c) use the Service to build a competing product; or (d) interfere with the Service's security or operation.

3. Customer Data

Ownership. Customer owns its Customer Data. Customer grants Flowcast a license to host, process and use Customer Data to provide, support and improve the Service.

Aggregated data. Flowcast may create aggregated and de-identified data from Customer Data and other customers' data, such as industry benchmarks, that does not identify Customer or any individual. Flowcast owns that aggregated data and may use it for any lawful purpose.

Accuracy. Customer is responsible for the accuracy and completeness of Customer Data and for having the right to submit it. Outputs depend on the data provided.

Personal information. The Service is designed for summary-level utility data. Customer should not upload individual customer account data, Social Security numbers, payment card numbers or bank account numbers unless Flowcast agrees in writing.

4. Outputs, forecasts and no reliance

Informational only. Outputs, including rate analyses, scenarios, alerts and status indicators, are informational tools to support Customer's own decisions. They are not a rate study, audit, or financial, legal, accounting or engineering advice, and they are not recommendations by Flowcast.

Forecasts are estimates. Forecasts and projections are estimates based on Customer Data and assumptions that may not hold, such as consumption, growth, cost inflation and water loss. Actual results will differ, sometimes materially. Flowcast does not guarantee any financial result, including that revenues will cover expenses, that a budget will be met, or that a utility will avoid a deficit. An alert, a status indicator or the absence of an alert is not an assurance that no problem exists.

AI-assisted features. Some features use artificial intelligence, for example to categorize transactions or summarize data. AI output may be incomplete or incorrect. Flowcast will not permit third-party AI providers to use Customer Data to train their models.

Customer decides. Customer is responsible for reviewing and verifying Outputs before relying on them. Customer and its governing body are solely responsible for decisions about rates, budgets, borrowing, staffing and operations, and for compliance with laws and regulations that apply to Customer. Customer agrees that it does not rely on Outputs as a substitute for its own judgment or for professional advisors.

5. Fees and payment

Customer will pay the fees in the Order Form. Unless the Order Form says otherwise, invoices are due within 30 days of receipt. If an undisputed invoice is more than 30 days past due, Flowcast may suspend access after 15 days' written notice. Fees are non-refundable except as stated in the Agreement.

6. Confidentiality

Each party will protect the other's non-public information disclosed under the Agreement using reasonable care, and use it only to perform under the Agreement. This does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law. For governmental customers, these obligations apply only to the extent permitted by applicable public records laws.

7. Security

Flowcast will maintain reasonable administrative, technical and physical safeguards for Customer Data, including encryption in transit and access controls. Flowcast will notify Customer without undue delay after confirming any unauthorized access to Customer Data.

8. Intellectual property and feedback

Flowcast and its licensors own the Service, including its software, methodologies, designs and improvements. Customer may give suggestions or feedback, and Flowcast may use them without restriction or obligation.

Flowcast Methodologies. Flowcast owns all methodologies, cost-allocation logic, forecasting and rate models, data-mapping rules, templates and report formats developed by or for Flowcast in providing the Service (“Flowcast Methodologies”). This includes those developed in collaboration with Customer or first developed for Customer's engagement. Flowcast Methodologies do not include Customer Data or Customer's specific rates, budgets and configurations.

9. Warranties and disclaimers

Flowcast warrants that the Service will perform materially as described in its documentation. If it does not, Customer's remedy is for Flowcast to use reasonable efforts to correct the issue, or, if Flowcast cannot, for Customer to terminate and receive a refund of prepaid fees for the unused term.

Except as stated above, the Service and Outputs are provided “as is.” Flowcast disclaims all other warranties, including merchantability, fitness for a particular purpose, and that the Service will be error-free or uninterrupted.

10. Limitation of liability

No liability for reliance on Outputs. To the maximum extent permitted by law, Flowcast is not liable for any loss arising from Customer's or any third party's use of or reliance on Outputs. This includes budget shortfalls, deficits, operating losses, inadequate rates, missed funding, borrowing costs, regulatory penalties and decisions made or not made by Customer or its governing body, including where an Output proves inaccurate.

Excluded damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or savings, however caused, even if advised of the possibility.

Cap. Each party's total liability under the Agreement is limited to the fees paid or payable by Customer in the 12 months before the event giving rise to the claim. For breach of Section 6 (Confidentiality) or Section 7 (Security), the cap is two times that amount.

Exceptions. These limits do not apply to Customer's payment obligations, Customer's breach of Section 2's use restrictions, or a party's fraud, gross negligence or willful misconduct.

11. Indemnification

Flowcast will defend Customer against third-party claims that the Service infringes a U.S. patent, copyright or trademark, and pay resulting damages finally awarded. This does not cover claims arising from Customer Data or from use of the Service in breach of the Agreement. To the extent permitted by law, Customer will be responsible for third-party claims arising from Customer Data. For governmental customers, the Order Form governs any indemnity.

12. Term and termination

The subscription term and renewals are set in the Order Form. Either party may terminate the Agreement if the other materially breaches it and does not cure within 30 days of written notice.

On termination or expiration, Customer's access ends. For 30 days afterward, Flowcast will make Customer Data available for export on request. Flowcast will then delete Customer Data within 90 days, except for backups deleted on their normal schedule and aggregated data under Section 3.

Sections 3 (Customer Data, as to aggregated data), 4, 5 (as to amounts owed), 6, 8, 9, 10, 11, 12 and 14 survive termination or expiration.

13. Changes to these Terms

Flowcast may update these Terms by posting a new version with a new effective date. For a Customer with an active subscription, material changes take effect at the start of its next renewal term unless the Customer agrees sooner.

14. General

• Governing law. Tennessee law governs the Agreement, without regard to conflict-of-law rules. Unless the Order Form says otherwise, venue is the state or federal courts in Williamson County, Tennessee.
• Assignment. Neither party may assign the Agreement without the other's consent, except that Flowcast may assign it in connection with a merger, acquisition or sale of all or substantially all of its assets.
• Notices. Notices must be in writing to the contacts in the Order Form. Email is sufficient for routine notices.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Entire agreement. The Agreement is the parties' entire agreement on its subject and supersedes prior discussions. Customer purchase order terms do not apply.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.

15. Contact

Flowcast, LLC · marshall@useflowcast.com