Terms of Service

Preamble and Acceptance

These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between Dream Therapeutics LLC, a Texas limited liability company doing business as OpFlow5 ("OpFlow5," "Company," "we," "our," or "us"), and the person or business entity accessing or using the OpFlow5 platform ("Customer," "you," or "your").

BY CREATING AN ACCOUNT, CLICKING "I AGREE," ACCEPTING THESE TERMS THROUGH ANY ELECTRONIC MECHANISM, OR ACCESSING OR USING THE PLATFORM IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PLATFORM.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to "you" or "Customer" throughout this Agreement shall mean that entity.

Section 1 — Definitions

1.1 "Platform"

The OpFlow5 software-as-a-service manufacturing operations management application, including all web interfaces, mobile interfaces, progressive web application (PWA) functionality, APIs, offline capabilities, and any related tools, features, modules, documentation, and updates provided by OpFlow5.

1.2 "Customer Data"

All data, information, content, records, and materials of any kind that Customer or its Users input, upload, import, generate, or store within the Platform, including work orders, production schedules, bills of materials, inventory counts, purchase orders, supplier information, quoting data, job costing records, labor tracking data, employee information, client records, and any operational or financial information.

1.3 "Users"

All individuals authorized by Customer to access or use the Platform under Customer's account, including owners, administrators, managers, employees, contractors, and any other personnel designated by Customer.

1.4 "Subscription"

The paid or pilot access plan under which Customer is authorized to use the Platform, as specified in the applicable Order Form or plan selection.

1.5 "Pilot Program"

A time-limited, no-cost access period provided to qualifying Customers as described in Section 3 of this Agreement, during which the Platform is provided as pre-release, beta-quality software.

1.6 "Order Form"

Any written or electronic document, online checkout flow, or other instrument executed between the parties that specifies the Subscription plan, pricing, term, and any additional terms applicable to Customer's access.

1.7 "Intellectual Property Rights"

All patents, copyrights, trademarks, trade secrets, trade dress, moral rights, and all other intellectual property or proprietary rights, whether registered or unregistered, anywhere in the world.

1.8 "Effective Date"

The earlier of: (a) the date Customer first accesses or uses the Platform; (b) the date Customer clicks to accept these Terms; or (c) the date specified in any applicable Order Form.

Section 2 — Eligibility and Account Registration

2.1 Eligibility

The Platform is intended solely for use by businesses and their authorized personnel. You must be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under applicable law.

2.2 Account Registration

To access the Platform, Customer must create an account and provide accurate, complete, and current information. Customer agrees to:

• Maintain the accuracy of all account information at all times;
• Maintain the confidentiality of all account credentials;
• Notify OpFlow5 immediately at info@opflow5.com upon discovering any unauthorized access;
• Accept full responsibility for all activity that occurs under Customer's account;
• Not share account credentials with any person who is not an authorized User.

2.3 Authorized Representative

By creating an account, the individual doing so represents and warrants that they are duly authorized to bind the Customer entity to this Agreement.

2.4 Account Security

Customer is solely and exclusively responsible for all security measures related to its account, including management of User credentials, enforcement of password policies, and timely deactivation of access for departing personnel. OpFlow5 shall bear no liability for any loss arising from Customer's failure to maintain adequate account security.

Section 3 — Pilot Program and Beta Classification

3.1 Pilot Program Description

OpFlow5 may offer qualifying Customers access to the Platform at no charge for a period of up to six (6) months for the purpose of evaluating the Platform's fitness for Customer's operational needs and providing feedback. Participation is by invitation or application only and subject to OpFlow5's sole approval.

3.2 Pre-Release Software

During the Pilot Period, the Platform is provided as pre-release, beta-quality software that is actively under development. Customer expressly acknowledges that:

• The Platform may contain bugs, errors, defects, and incomplete functionality;
• Features may change, be added, be removed, or behave differently than described;
• The Platform may experience interruptions, downtime, data processing errors, and unexpected behavior;
• No service level agreement (SLA), uptime guarantee, or performance commitment applies during the Pilot Period;
• The Platform should not be used as the sole or primary system of record for any critical purpose during the Pilot Period;
• Customer must maintain independent, complete records and backups of all operational data at all times.

3.3 No-Cost Access

Pilot Program access is provided at no charge. OpFlow5 reserves the right to convert Pilot Program access to a paid Subscription upon thirty (30) days' prior written notice.

3.4 Liability Cap During Pilot Period

During the Pilot Period, and to the maximum extent permitted by applicable law, OpFlow5's total cumulative liability to Customer shall not exceed zero dollars ($0.00), regardless of the nature of the claim or cause of action.

3.5 Pilot Program Termination

Either party may terminate Customer's participation in the Pilot Program at any time upon written notice. Customer shall have thirty (30) days following termination to export its Customer Data.

3.6 Feedback

Customer grants OpFlow5 a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize any feedback provided by Customer or its Users, without any obligation of compensation or attribution.

Section 4 — Subscription License

4.1 Grant of License

Subject to Customer's compliance with all terms of this Agreement and timely payment of all fees, OpFlow5 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Customer's internal business operations during the applicable Subscription term.

4.2 License Restrictions

Customer shall not, and shall not permit any User or third party to:

• Copy, reproduce, distribute, resell, sublicense, or otherwise transfer access to the Platform to any third party;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Modify, adapt, translate, or create derivative works based on the Platform;
• Remove, alter, or obscure any proprietary notices on the Platform;
• Use the Platform to build a competing product or service;
• Use automated scripts, bots, or scrapers to access the Platform;
• Attempt to gain unauthorized access to any portion of the Platform or data belonging to other customers.

4.3 Reservation of Rights

All rights not expressly granted to Customer in this Agreement are reserved by OpFlow5. No implied licenses are granted.

Section 5 — Acceptable Use Policy

5.1 Permitted Use

Customer and its Users may use the Platform solely for lawful internal manufacturing operations management purposes.

5.2 Prohibited Conduct

Customer and its Users shall not use the Platform to violate any applicable law; upload malware or malicious code; attempt to bypass security measures; engage in fraudulent activity; store data in violation of applicable privacy laws; overload or degrade Platform performance; infringe third-party intellectual property rights; or export data in violation of export control laws.

5.3 Enforcement

OpFlow5 reserves the right to suspend or terminate Customer's access immediately and without prior notice if OpFlow5 reasonably determines that Customer or any User has violated this Section 5.

Section 6 — Intellectual Property Ownership

6.1 OpFlow5 Intellectual Property

As between the parties, OpFlow5 owns and retains all right, title, and interest in and to the Platform, including all software, code, algorithms, user interfaces, workflows, documentation, features, functionality, and all improvements and derivative works thereof. Customer acquires no ownership interest in the Platform.

6.2 Customer Data Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants OpFlow5 a limited, non-exclusive, royalty-free license to access, store, process, and display Customer Data solely to provide the Platform.

6.3 Aggregated and Anonymized Data

OpFlow5 may collect and use data derived from Customer's use of the Platform in aggregated, anonymized form that does not identify Customer or any individual User, for the purposes of improving the Platform and generating industry benchmarks.

6.4 Feedback License

Customer grants OpFlow5 the rights to Customer feedback as described in Section 3.6. OpFlow5 may use, incorporate, modify, and commercialize all feedback without restriction or compensation.

Section 7 — Customer Data: Ownership and Sole Responsibility

7.1 Customer's Sole Responsibility for Data

Customer is solely and exclusively responsible for all Customer Data, including its accuracy, completeness, and integrity; the legality of all Customer Data; compliance with applicable laws; reviewing and verifying all Customer Data before using it for any decision; and maintaining complete, independent records outside of the Platform at all times.

7.2 OpFlow5's Role as Data Processor

OpFlow5 acts solely as a processor or custodian of Customer Data. OpFlow5 stores, processes, and makes available Customer Data solely as directed by Customer. OpFlow5 does not control, verify, audit, validate, or independently assess any Customer Data.

7.3 Consequences of Inaccurate Data

Customer expressly acknowledges that manufacturing operations data displayed in the Platform reflects only what Customer and its Users have entered and does not independently verify actual physical quantities, costs, or operational conditions. OpFlow5 is not responsible for any operational loss arising from inaccurate, incomplete, or erroneous Customer Data.

7.4 User Actions

Customer is fully responsible for all actions taken by its Users within the Platform, including accidental deletion, unauthorized modification, and improper configuration of Customer Data.

Section 8 — Data Backup, Retention, and Loss

8.1 Customer's Backup Obligation

Customer bears sole and exclusive responsibility for implementing, maintaining, and verifying a comprehensive data backup strategy for all Customer Data outside of and independent from the Platform.

8.2 OpFlow5 Infrastructure Backups

OpFlow5 may maintain certain technical backups for operational continuity purposes only. These backups do not constitute a data backup service for Customer, may not include all Customer Data, and shall not be relied upon by Customer as a substitute for Customer's own independent backup obligations.

8.3 No Liability for Data Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPFLOW5 SHALL BEAR NO LIABILITY WHATSOEVER FOR THE LOSS, CORRUPTION, UNAVAILABILITY, DESTRUCTION, OR UNAUTHORIZED ACCESS TO ANY CUSTOMER DATA, REGARDLESS OF CAUSE, including user error, hardware failure, cyberattacks, software bugs, account termination, PWA sync failures, or force majeure events.

8.4 Data Retention During Subscription

During an active Subscription, OpFlow5 will make commercially reasonable efforts to maintain Customer Data in the Platform.

8.5 Data Retention Upon Termination

Upon termination or expiration for any reason, OpFlow5 will retain Customer Data for thirty (30) days (the "Retention Period"). After the Retention Period, OpFlow5 may permanently delete all Customer Data without further notice. Such deletion shall be irreversible.

Section 9 — Third-Party Integrations and Services

The Platform may support integrations with third-party software, services, and APIs. OpFlow5 does not control, operate, endorse, or warrant any third-party service. OpFlow5 shall bear no liability for the availability, performance, accuracy, or data practices of any third-party service.

Customer is solely responsible for procuring, configuring, and maintaining all third-party hardware used with the Platform, including factory floor tablets, computers, scanners, and industrial handhelds. OpFlow5 bears no liability for errors or data loss attributable to third-party hardware incompatibility.

Section 10 — Progressive Web Application and Offline Mode

10.1 PWA Functionality

The Platform is designed as a Progressive Web Application (PWA) that may be installed on devices and used in environments with limited or no internet connectivity, including factory floors, warehouses, and remote locations.

10.2 Offline Data Limitations

When accessing the Platform in offline mode, Customer expressly acknowledges that: data reflects a locally cached snapshot that may be significantly out of date; changes made by other Users while a device is offline will not be reflected; changes made in offline mode may fail to synchronize upon reconnection; and inventory counts, work order statuses, and other time-sensitive data may be materially inaccurate.

10.3 No Liability for Offline Mode Failures

OpFlow5 shall bear no liability for any loss, data corruption, synchronization failure, or operational consequence arising from Customer's use of the Platform in offline or limited-connectivity mode.

Section 11 — Manufacturing Operations Disclaimer

Customer is solely and exclusively responsible for all manufacturing, production, purchasing, scheduling, inventory, procurement, and operational decisions made using or based upon information displayed in the Platform. Customer shall establish and maintain independent processes and human oversight to verify all critical operational data before acting upon it.

Section 12 — Not Accounting, Legal, Tax, or Compliance Software

Financial information displayed in the Platform is provided solely as an operational planning and coordination tool and does not constitute accounting records, financial statements, tax advice, legal advice, or GAAP-compliant financial records. Customer shall maintain complete, independent financial records using appropriate accounting software or qualified accounting professionals.

Section 13 — Role-Based Access and User Management

Customer is solely and exclusively responsible for assigning appropriate roles and permissions to each User; ensuring Users have access only to data appropriate for their role; promptly revoking access for departing personnel; and all actions taken by any User within the Platform. OpFlow5 shall bear no liability for loss or damage resulting from any User action, including actions by former employees who retain unauthorized access.

Section 14 — Service Availability and No SLA

OpFlow5 does not represent, warrant, or guarantee any specific level of Platform availability, uptime, response time, or performance. The Platform is provided on an "as available" basis. OpFlow5 reserves the right to add, modify, suspend, discontinue, or remove any feature or functionality at any time, with or without prior notice. OpFlow5 shall bear no liability for any loss caused by Platform unavailability or downtime.

Section 15 — Payments and Billing

15.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form or plan selection. All fees are in U.S. Dollars and exclusive of applicable taxes.

15.2 Billing and Payment

Subscription fees are billed in advance on a monthly or annual basis. Customer authorizes OpFlow5 to charge the payment method on file for all fees when due. OpFlow5 does not store credit card numbers on its servers.

15.3 Auto-Renewal

Subscriptions renew automatically at the end of each billing period unless Customer cancels prior to the renewal date.

15.4 Late Payment

If any payment is not received when due, OpFlow5 may suspend Customer's access after reasonable notice. OpFlow5 reserves the right to charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by applicable law.

15.5 Cancellation

Customer may cancel its Subscription at any time through the Platform's account management interface. Cancellation takes effect at the end of the then-current billing period. No refund of prepaid fees will be issued for the remaining portion of the current billing period.

15.6 No Refunds

All fees paid are non-refundable except in the case of a demonstrable billing error by OpFlow5 or as expressly required by applicable law.

Section 16 — Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence, use it solely for performing its obligations under this Agreement, and disclose it only to employees and advisors with a need to know. Confidentiality obligations survive termination for three (3) years with respect to general Confidential Information and indefinitely with respect to trade secrets.

Section 17 — Privacy and Data Protection

Customer's use of the Platform is subject to OpFlow5's Privacy Policy, which is incorporated into this Agreement by reference. Customer is solely responsible for ensuring that its collection and use of personal data within the Platform complies with all applicable privacy laws. Customer shall not upload any protected health information regulated by HIPAA without a separately executed Business Associate Agreement.

Section 18 — Warranties Disclaimer

Section 19 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPFLOW5, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, PRODUCTION OUTPUT, INVENTORY ERRORS, BOM INACCURACIES, DATA LOSS, BUSINESS INTERRUPTION, OR ANY OPERATIONAL OR MANUFACTURING LOSS ARISING FROM RELIANCE ON PLATFORM DATA, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE CLAIMED.

OPFLOW5'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IN ALL CASES SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000.00). DURING ANY PILOT PROGRAM PERIOD, OPFLOW5'S MAXIMUM LIABILITY SHALL BE ZERO DOLLARS ($0.00).

Section 20 — Indemnification

Customer shall defend, indemnify, and hold harmless OpFlow5 and its officers, directors, members, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: Customer's or any User's use of the Platform in violation of this Agreement; any Customer Data; Customer's violation of any applicable law; Customer's manufacturing or operational decisions made using Platform data; or any third-party claim arising from Customer's business operations.

Section 21 — Term and Termination

This Agreement commences on the Effective Date and continues until terminated. Either party may terminate for material breach upon thirty (30) days' written notice if the breach is not cured. OpFlow5 may terminate or suspend access immediately for violations of Section 4.2, Section 5.2, nonpayment, or if continued access poses a security or legal risk. Upon termination, all licenses terminate immediately, Customer Data is subject to the 30-day Retention Period, and all accrued payment obligations survive.

Section 22 — Data Export and Portability

During an active Subscription or Pilot Period, Customer may export Customer Data using the export tools within the Platform. Upon termination, Customer has thirty (30) days to export all Customer Data. After the Retention Period, OpFlow5 has no obligation to retain, provide access to, or return any Customer Data. Failure to export during the Retention Period will result in permanent, irrecoverable loss of that data.

Section 23 — Dispute Resolution and Binding Arbitration

Before initiating any formal dispute resolution, the parties shall attempt to resolve any dispute informally for thirty (30) days. If unresolved, all disputes shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in Travis County, Texas, conducted by a single neutral arbitrator. The parties expressly waive the right to bring or participate in any class action or representative proceeding. Each party also irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury.

Section 24 — Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. To the extent any dispute is exempt from arbitration, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Section 25 — Force Majeure

OpFlow5 shall not be liable for any delay, failure, or disruption in providing the Platform to the extent caused by circumstances beyond OpFlow5's reasonable control, including natural disasters, war, terrorism, government actions, pandemic, power failures, internet outages, third-party infrastructure failures, or cyberattacks.

Section 26 — General Provisions

This Agreement, together with the Privacy Policy and any applicable Order Form, constitutes the entire agreement between the parties. OpFlow5 may amend these Terms upon thirty (30) days' notice; continued use constitutes acceptance. If any provision is found unenforceable, the remaining provisions continue in full force. Customer may not assign this Agreement without OpFlow5's prior written consent. Notices to OpFlow5 shall be sent to legal@opflow5.com. The parties are independent contractors. Electronic acceptance of these Terms is fully binding.

— End of Terms of Service —
Dream Therapeutics LLC dba OpFlow5  ·  legal@opflow5.com  ·  opflow5.com/terms