Legal

Terms of Service

Last updated: September 30, 2026

These Terms of Service (this "Agreement") form a legally binding contract between Dataflo LLC ("Dataflo"), the maker of Govflo, and the government agency or other organization that executes an Order Form referencing this Agreement ("Customer"). This Agreement takes effect when Customer signs an Order Form that references it (the "Effective Date"). This Agreement and each Order Form together constitute the complete and exclusive understanding between the parties regarding Customer's access to and use of the Govflo services described in the Order Form (the "Services"), and supersede all prior and contemporaneous agreements and understandings, whether written or oral.

This Agreement may be amended only by a written document signed by both parties.

Section 14 governs the use of a Public Portal by Requesters and other members of the public. All other sections apply to Customer and its Users.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Agency Records" means the documents, emails, audio, video, images, and other records that Customer uploads to the Services, or makes available from connected systems, in order to search, review, redact, and produce them.
"Customer Data" means all data submitted to the Services by Customer or its Users, or made available to the Services from systems that Customer connects, including Agency Records, Request Data, and any personal data.
"Initial Subscription Term" means the first Subscription Term specified in an Order Form.
"Order Form" means an ordering document executed by both parties that specifies the Services to be provided, the associated Fees, and the Subscription Term.
"Public Portal" means a public records request portal that Customer operates through the Services.
"Request Data" means the requests, attachments, and correspondence that Requesters submit to Customer through the Services, and Customer's responses to them.
"Requester" means a member of the public, an organization, or any other person who submits a request to Customer.
"Subscription Term" means the period during which Customer is authorized to access and use the Services, as specified in an Order Form.
"Usage Data" has the meaning given in Section 8.2.
"Users" means the individuals whom Customer authorizes to access the Services, who receive their user identifications and passwords from Customer or, at Customer's request, from Dataflo, or who sign in through Customer's single sign-on provider. Users may include Customer's employees, officers, officials, records custodians, in-house and outside counsel, consultants, and auditors.

2. Access and Use Rights

Subject to the terms and conditions of this Agreement, Dataflo grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer's internal governmental or business purposes, including the operation of a Public Portal for Requesters.

3. Services and Order Forms

Customer may purchase Services by executing an Order Form. Dataflo will provide the Services described in each Order Form for the Subscription Term specified in it. Unless otherwise stated in an Order Form, the Services are provided on a non-exclusive basis, and Dataflo will not supply a physical or installed copy of the Services. Each Order Form becomes effective upon signature by both parties and incorporates this Agreement.

4. Fees and Payment

4.1 Fees

Customer will pay Dataflo the fees set out in each Order Form (the "Fees") in accordance with its terms. Unless otherwise stated in an Order Form, all Fees are stated and payable in United States dollars, and invoices are due net thirty (30) days from the invoice date. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Where Customer is a governmental entity subject to a prompt payment law, that law governs payment timing and late charges instead.

Dataflo may modify the Fees, or introduce new fees or charges, at the end of the Initial Subscription Term by giving Customer at least sixty (60) days' prior notice, which may be given by email.

4.2 Service Capacity

Unless otherwise specified, the Fees are based on the plan, the size of Customer's agency, and any other measures specified in the Order Form ("Service Capacity"). Unused Service Capacity does not carry over to a subsequent Subscription Term. If an Order Form sets a limit on Service Capacity and Customer's actual use of the Services during the Subscription Term exceeds that limit, Customer will be charged for the additional use at the rates in the Order Form, without discount.

4.3 Taxes

Unless expressly stated otherwise, the Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including value-added, sales, use, gross receipts, or withholding taxes, imposed by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for all Taxes arising from its purchases under this Agreement. If Dataflo is legally required to pay or collect Taxes for which Customer is responsible, Dataflo will invoice those Taxes to Customer and Customer will pay them, unless Customer provides a valid tax exemption certificate issued by the relevant taxing authority. Dataflo is solely responsible for taxes assessed on its income, property, and employees.

4.4 Non-Appropriation

If Customer is a governmental entity and the funds needed to pay for the Services in a future fiscal period are not appropriated, Customer may terminate the affected Order Form, effective at the end of the last fiscal period for which funds were appropriated, by giving Dataflo written notice as soon as practicable. Termination under this Section 4.4 carries no penalty. Customer remains responsible for Fees for Services provided through the effective date of termination.

5. Confidentiality

Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's operations ("Confidential Information"). Dataflo's Confidential Information includes non-public information about the features, functionality, and performance of the Services. Customer's Confidential Information includes Customer Data.

The Receiving Party will (a) take reasonable precautions to protect the Disclosing Party's Confidential Information, and (b) not use it, except to perform its obligations or exercise its rights under this Agreement, and not disclose it to any third party other than its representatives.

These obligations do not apply to information that (a) becomes public through no fault of the Receiving Party or its representatives; (b) was already in the possession of the Receiving Party or its representatives before it was disclosed under this Agreement; (c) is lawfully obtained by the Receiving Party or its representatives from a source not known to have breached any confidentiality obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party or its representatives without reference to the Disclosing Party's Confidential Information. These obligations expire five (5) years after the date of disclosure, except with respect to Customer Data, which remains Confidential Information for as long as Dataflo holds it.

The Receiving Party may disclose Confidential Information where required by law, including any applicable public records or freedom of information law. In that case, the Receiving Party will, unless legally prohibited, give the Disclosing Party timely written notice and limit the disclosure to the information that is required.

6. Term and Termination

6.1 Term and Renewal

This Agreement remains in effect for the Initial Subscription Term and for every Subscription Term under an Order Form executed on or after the Effective Date. Each Order Form may be renewed for successive twelve (12) month periods by a renewal Order Form or purchase order, subject to Section 4.4 and to any procurement law that applies to Customer.

6.2 Termination for Cause

Either party may terminate this Agreement if the other party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it; or (b) becomes the subject of a bankruptcy petition or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If Customer terminates this Agreement for Dataflo's material breach, Dataflo will promptly refund any prepaid Fees for the remainder of the Subscription Term, on a prorated basis.

6.3 Effect of Termination

Termination of this Agreement terminates all outstanding Order Forms. After termination, Dataflo will make Customer Data available to Customer for export for thirty (30) days, unless the Order Form states otherwise, and will then delete it and confirm the deletion in writing on request, except where Dataflo is required by law to retain it. Provisions that by their nature should survive termination will survive, including those relating to accrued payment obligations, confidentiality, data security, disclaimers of warranties, limitations of liability, and indemnification.

7. Customer Rights and Responsibilities

7.1 Ownership of Customer Data

Customer retains ownership of all of its Confidential Information, including Customer Data.

7.2 Restrictions

Customer will not, directly or indirectly:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or of any related software, documentation, or data;

(b) modify, translate, or create derivative works based on the Services, except as expressly permitted by Dataflo or enabled within the Services;

(d) allow any third party to access the Services, except as expressly permitted in this Agreement or an Order Form;

(e) publish any performance or benchmark tests or analysis of the Services;

(f) use the Services for any purpose other than its own internal use and the operation of its Public Portal;

(g) use the Services for timesharing or service bureau purposes, or for the benefit of any third party; or

(h) remove any proprietary notices or labels from the Services.

7.3 Equipment

Customer is responsible for obtaining and maintaining the equipment and ancillary services needed to connect to, access, and use the Services, including hardware, servers, software, operating systems, networking, and web servers (collectively, "Equipment"). Customer is also responsible for the security of its Equipment and for all use of its Equipment, whether or not authorized by Customer.

7.4 Compliance with Laws

Customer and its Users will use the Services only in accordance with this Agreement and all applicable laws and regulations, including, where applicable, laws governing public records, open meetings, records retention, privacy, and procurement. Customer and its Users will not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material that violates the privacy rights of third parties. Customer will notify Dataflo promptly if it becomes aware of any violation of this Agreement by a User.

7.5 Request Determinations

Customer is solely responsible for its determinations on each request, including which records are responsive, which exemptions apply, what is redacted or withheld, what is released, which deadlines apply, what fees are charged, and all communications with Requesters. Customer is responsible for having the legal authority to upload Agency Records and to connect any source system to the Services, and for giving Requesters any privacy notice that its governing law requires.

8. Dataflo Rights and Responsibilities

8.1 Ownership

Dataflo owns and retains all right, title, and interest in and to (a) the Services, including all improvements, enhancements, and modifications to them; (b) any software, applications, inventions, or other technology developed in connection with the Services or technical support; and (c) any suggestions, enhancement requests, recommendations, or other feedback that Customer or its Users provide about the Services or technical support ("Feedback"), provided that Feedback does not include Customer's Confidential Information.

8.2 Usage Data

Dataflo may (a) collect and analyze data relating to the provision, use, and performance of the Services and related systems and technologies ("Usage Data"); (b) use Usage Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Dataflo offerings; and (c) disclose Usage Data solely in aggregated or otherwise de-identified form in connection with its business. Usage Data will not include Customer's Confidential Information or the content of Customer Data, and Dataflo does not use Customer Data to train artificial intelligence models.

8.3 Monitoring

Dataflo may monitor Customer's use of the Services, including by means of the Services themselves, to verify compliance with this Agreement and to enforce the restrictions in Section 7.2.

9. Service Levels

9.1 Availability

Dataflo will use commercially reasonable efforts to make the Services available 99.8% of the time in each calendar month, excluding scheduled maintenance and factors outside Dataflo's reasonable control (the service level commitments in this Section 9, the "SLA").

Scheduled maintenance. Routine maintenance will typically be performed during off-peak hours with prior notice.
Emergency maintenance. Unscheduled maintenance may be performed when necessary to address urgent security or stability issues.

9.2 Exclusions

The SLA does not apply to any unavailability, suspension, or termination of the Services that:

is caused by events beyond Dataflo's reasonable control, including natural disasters, internet outages, denial-of-service attacks, or the unavailability of third-party services or of source systems that Customer connects to the Services;
results from Customer's Equipment, software, or network connections;
results from misuse of the Services or use in violation of this Agreement; or
results from actions Dataflo takes at Customer's request or with Customer's consent.

9.3 Support Response Times

Dataflo classifies support requests by severity and will use commercially reasonable efforts to respond within the following times:

PriorityDescriptionInitial response timeTarget resolution (best effort)P0 (Critical)The Services are completely unavailable or severely affected for all users.1 hour, 24 hours a day, 7 days a weekWork begins immediately and continues until the issue is resolved.P1 (High)Significant functionality is impaired, or there is a major business impact for many users.4 business hoursWorkaround or fix targeted within 1 business day, where possible.P2 (Medium)The Services are usable, but an important feature is partially degraded.1 business dayResolution targeted for the next planned release or patch.P3 (Low)General questions, minor issues, cosmetic defects, or feature requests.3 business daysResolution or response provided as appropriate.

9.4 Changes to the SLA

Dataflo may update the SLA from time to time. Material reductions in service levels will not apply during Customer's current Subscription Term.

10. Data Security and Privacy

Dataflo maintains administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, multi-factor authentication for Dataflo personnel, role-based access, and audit logging. Dataflo's compliance roadmap includes SOC 2 Type II (Underway). Dataflo processes Customer Data on Customer's behalf, solely to provide the Services and in accordance with Customer's instructions and this Agreement. Customer Data is hosted and processed only in the United States, as described in Section 15.6.

Dataflo will notify Customer of any security incident affecting Customer Data without undue delay and in any event within seventy-two (72) hours after becoming aware of it, and will cooperate with Customer's investigation and any notifications Customer is required to make.

Where applicable, Dataflo will enter into a data processing agreement with Customer to comply with applicable data protection laws. The Govflo Privacy Policy describes how personal information is handled in the Services.

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement, and that its execution and performance of this Agreement do not and will not conflict with or violate any agreement, order, or legal process by which it is bound, or require the consent of any governmental authority or other person.

11.2 Dataflo Warranty

Dataflo warrants that the Services will perform substantially in accordance with their documentation. Dataflo will use reasonable efforts, consistent with prevailing industry standards, to maintain the Services in a manner that minimizes errors and interruptions, and will perform onboarding services in a professional and workmanlike manner. The Services may occasionally be unavailable because of scheduled maintenance, unscheduled emergency maintenance by Dataflo or its third-party providers, or other factors outside Dataflo's reasonable control. Dataflo will endeavor to give advance written notice, which may be given by email, of any planned service interruption. Customer's sole remedy for any breach of the warranties in this Section 11 is set out in Section 6.

11.3 AI-Assisted Features; No Legal Advice

The Services include features that assist Customer in responding to requests, including outputs generated with the assistance of artificial intelligence, such as suggested redactions, cited exemptions, detected personal information, request classifications, search results, transcriptions, and calculated deadlines. These features assist Users; they do not make decisions, and nothing is redacted, withheld, or released through the Services without a User's approval. Dataflo does not use Customer Data to train artificial intelligence models, and its artificial intelligence service providers are contractually prohibited from doing so.

Although some Dataflo employees and contractors may be licensed attorneys, Dataflo is not a law firm and does not provide legal advice, and no attorney-client relationship is formed between Dataflo and Customer or any Requester. Exemption citations, statutory deadlines, and other outputs of the Services are not legal opinions or advice and are provided for Customer's direction and review. Customer is solely responsible for verifying the accuracy and completeness of any output of the Services before relying on it, including by confirming that its search has identified the responsive records and that each redaction is complete and correct before any record is released.

11.4 Disclaimer

DATAFLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY SEARCH RESULTS, REDACTION SUGGESTIONS, EXEMPTION CITATIONS, TRANSCRIPTIONS, OR DEADLINE CALCULATIONS. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 11, THE SERVICES AND ONBOARDING SERVICES ARE PROVIDED "AS IS," AND DATAFLO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

12. Limitation of Liability

EXCEPT FOR BODILY INJURY TO A PERSON, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) ERROR OR INTERRUPTION OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (D) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS FOR ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO DATAFLO FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE ACT THAT GAVE RISE TO THE LIABILITY; IN EACH CASE, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FOR CLAIMS ARISING FROM A BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 10 (DATA SECURITY AND PRIVACY), EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THREE (3) TIMES THE FEES PAID BY CUSTOMER TO DATAFLO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

13. Indemnification

13.1 By Dataflo

Dataflo will defend and indemnify Customer and its Affiliates against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any third-party claim, action, or proceeding alleging that the Services, or their use as authorized by this Agreement, infringe or misappropriate any intellectual property right of a third party.

13.2 Procedure

The party seeking indemnification will give the indemnifying party prompt written notice of the claim. The indemnifying party will have the right to control the defense and settlement of the claim, but may not settle any claim in a manner that imposes liability or an obligation on the indemnified party or its Affiliates without the indemnified party's prior written consent. This Section 13 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any claim, action, or proceeding described in this Section 13.

14. Public Portal Terms

This Section 14 applies to Requesters and to anyone else who uses a Public Portal ("you"). By using a Public Portal, you agree to this Section 14.

14.1 Your request goes to the agency. A Public Portal is operated on behalf of the agency named on it. When you submit a request, you are making it to that agency, not to Dataflo. The agency decides, under the law that governs it, how your request is handled, which records are provided, what is withheld or redacted, and what fees apply. Questions and appeals about a request should be directed to the agency.

14.2 Your request may be public. Your request, your name, and your correspondence with the agency may themselves be public records, and the agency may be required to disclose them.

14.3 Acceptable use. You agree not to: (a) provide false information about your identity where the agency requires it; (b) impersonate another person; (c) upload malware or any file intended to harm the Services; (d) attempt to access requests, accounts, or records that are not yours; (e) use automated means to submit requests to or scrape the Public Portal, except as the agency permits; or (f) interfere with the operation or security of the Services.

14.4 Your content. You are responsible for the information and files you submit. Do not submit information that you do not have the right to share.

14.5 Access. Dataflo may suspend or limit access to a Public Portal to protect the Services, their users, or the agency. Where possible, Dataflo will leave the agency's other channels for receiving requests unaffected.

14.6 No legal advice. Information on a Public Portal about statutes, deadlines, exemptions, or fees is provided for general guidance only and is not legal advice.

14.7 Disclaimer. A Public Portal is provided "as is." To the extent permitted by law, Dataflo is not liable to you for any decision an agency makes about your request, or for any delay, error, or interruption in the Public Portal.

14.8 Privacy. The Govflo Privacy Policy explains how information submitted through a Public Portal is handled.

15. General Provisions

15.1 Notices

All notices under this Agreement must be in writing and are deemed given: when received, if delivered personally; when receipt is electronically confirmed, if sent by email; on the day after sending, if sent by a recognized overnight delivery service for next-day delivery; and upon receipt, if sent by certified or registered mail, return receipt requested.

15.2 Entire Agreement; Order of Precedence

This Agreement, together with each Order Form, is the complete and exclusive statement of the parties' mutual understanding and supersedes all prior written and oral agreements relating to its subject matter. Any modification must be in writing and signed by both parties. If this Agreement conflicts with any exhibit, addendum, or Order Form, the exhibit, addendum, or Order Form will prevail. No terms in a Customer purchase order or other Customer ordering documentation form part of this Agreement unless they are expressly included in an Order Form.

15.3 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of this Agreement will remain in full force and effect.

15.4 Counterparts

This Agreement may be executed in counterparts, which together constitute one instrument.

15.5 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship, and Customer has no authority to bind Dataflo in any respect.

15.6 Affiliates, Subcontractors, and Data Location

Dataflo may use its Affiliates and third-party subcontractors (each, a "Dataflo Subcontractor") to help provide the Services, provided that each is bound by written obligations at least as protective of Customer Data as this Agreement.

Customer Data is hosted and processed exclusively in the United States and will not be stored, replicated, or backed up outside the United States. Dataflo personnel and Dataflo Subcontractors, some of whom are located outside the United States, may access Customer Data only within Dataflo's US-hosted environment, solely to provide, support, and secure the Services, using role-based, multi-factor authenticated, and logged access. If Customer requires that its data be accessed only by personnel located in the United States, Dataflo will restrict access to Customer Data accordingly upon Customer's written request.

Dataflo will give Customer at least thirty (30) days' notice before adding a Dataflo Subcontractor that will process Customer Data, and will provide a current list of those subcontractors on request. Dataflo remains solely responsible for the provision of the Services, including any portion performed by its Affiliates or Dataflo Subcontractors.

15.7 Assignment

Neither party may assign this Agreement without the other party's prior written consent, which will not be unreasonably withheld. However, either party may assign this Agreement without consent to an Affiliate, or in connection with a merger, a sale of substantially all of its assets, or a divestiture or spin-off of any entity or business unit, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section 15.7 is void. This Agreement binds and benefits the parties and their successors and permitted assigns.

15.8 Force Majeure

Neither party will be liable for, or be deemed to be in breach of this Agreement because of, any delay or failure to perform that results from conditions beyond its reasonable control, including fire, strike, war, government restrictions, pandemics, or other unavoidable circumstances.

15.9 Publicity

With Customer's prior consent, Dataflo may use Customer's name and logo in its marketing materials and identify Customer as a client of Dataflo. Where Customer gives that consent, it grants Dataflo a limited license to use the specified copyrighted material and trademarks associated with Customer's logo for that purpose.

15.10 Governing Law and Venue

This Agreement is governed by the laws of the State of New Mexico, without regard to its conflict-of-laws principles, unless the Order Form states otherwise or Customer is a governmental entity whose own law must govern its contracts, in which case that law applies. Unless the Order Form or that law provides otherwise, all legal proceedings relating to this Agreement will be brought in the state and federal courts located in Bernalillo County, New Mexico, and the parties consent to the jurisdiction of those courts.

15.11 Accessibility

Dataflo will use commercially reasonable efforts to ensure that the Govflo staff console and each Public Portal conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA.

Contact Us

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

Email: support@govflo.ai
Support: govflo.ai/support

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