Flowence Terms of Service and Master Subscription Agreement

1.1 This Agreement is made between BnR360 ("Flowence", "we", "us" or "our") and the person or entity that accepts it (the "Customer" or "you"). The Parties' notice details are in clause 32.

1.2 In this Agreement: (a) headings are for convenience only; (b) "including" means "including without limitation"; (c) a reference to a statute includes it as amended or replaced; (d) a reference to "writing" includes email and in-product notices; (e) a reference to a "clause" or "Schedule" is to a clause of or Schedule to this Agreement; and (f) no rule of construction applies against the Party that drafted a provision.

"Account" means the Customer's workspace and associated credentials on the Service.

"Affiliate" means an entity that controls, is controlled by or is under common control with a Party.

"AI Features" means functionality in the Service that uses artificial intelligence, machine learning, large language models, generative models, speech or image models, classification or recommendation, whether operated by Flowence or by an AI Provider, including content drafting, rewriting, summarising, translation, ideation, scheduling suggestions and analytics assistance.

"AI Output" means any text, image, audio, code, suggestion, classification or other output generated by or through the AI Features in response to an Input.

"AI Provider" means a third-party provider of AI models or services used to supply AI Features, which may include OpenAI, Google (Gemini) and DeepSeek, or their successors.

"Applicable Law" means all laws, regulations, binding codes and orders applicable to a Party, the Service or the relevant activity.

"Authorised User" means an individual whom the Customer authorises to use the Service under the Customer's Account, including employees, contractors and agents.

"Business Day" means a day other than a Saturday, a Sunday or a public holiday in Sindh, Pakistan.

"Customer Content" means all text, images, video, audio, documents, data, links, prompts, instructions, brand assets, social-media posts, comments, connected-account data and other material that the Customer or its Authorised Users upload, create, connect, publish, schedule or otherwise submit to or through the Service, including Inputs and, as between the Parties, AI Output that the Customer adopts or publishes.

"Documentation" means the then-current user guides, help-centre articles and technical documentation for the Service.

"Fees" means the subscription, usage, add-on and other charges payable under an Order Form or at checkout, together with Taxes.

"Input" means any prompt, instruction, file or data that the Customer or an Authorised User submits to the AI Features.

"Mobile Application" means the Flowence application distributed through the Apple App Store, the Google Play Store or another app marketplace (each an "App Store").

"Order Form" means an online order, checkout confirmation, plan selection or signed order document that identifies the plan, term, Fees and quantities.

"Personal Data" means information relating to an identified or identifiable individual, and includes "personal information" and equivalent terms under Applicable Law.

"Third-Party Platform" means any external service, platform, API or network that the Customer connects to the Service or to which the Customer publishes through the Service, including social-media networks, email providers, calendars, cloud storage, analytics tools and payment providers.

"Usage Data" means technical and operational data about the performance and use of the Service, such as device and log data, feature usage, performance metrics and error reports, that does not identify the Customer or any individual.

3.1 Business use. The Service is intended for use by businesses, organisations, agencies and professionals. The Customer represents and warrants that it uses the Service primarily for business or professional purposes and not primarily for personal, family or household purposes, unless a plan or Order Form is expressly designated for individuals.

3.2 Eligibility. The Service is not directed to children. The Customer and each Authorised User must be at least eighteen (18) years old (or the higher age of majority in their place of residence) and legally capable of entering into a binding contract. Flowence does not knowingly collect Personal Data from children under the age of 18 for its own purposes, and a person who learns that a child has an Account must notify Flowence at services@alayrix.com so that it can be closed. Where the Customer uses the Service to process the Personal Data of children, clause 21.5 and the Child Safety Standards Policy apply.

3.3 Mandatory law. Nothing in this Agreement excludes, restricts or waives a right or remedy that cannot lawfully be excluded, restricted or waived under Applicable Law. If a mandatory provision of law applicable to a Customer conflicts with this Agreement, that provision prevails to the extent of the conflict only, and the rest of this Agreement continues to apply.

4.1 The agreement between the Parties (the "Agreement") comprises, in descending order of priority:

1. a negotiated Order Form signed by both Parties;
2. the Data Processing Addendum (Part 5), as to the processing of Personal Data on the Customer's behalf;
3. this Master Subscription Agreement;
4. the Acceptable Use Policy and Community Guidelines (Part 3);
5. an online Order Form or checkout confirmation; and
6. the Documentation, which describes the Service but does not create a warranty.

4.2 The Privacy Policy (Part 4) and Cookie Policy (Part 6) describe how Flowence processes Personal Data for its own purposes. They are not part of the Customer's commercial bargain and do not bind Flowence to a service level, but each is incorporated as a statement of how Flowence acts as a controller.

4.3 Marketing materials, demonstrations, roadmaps, sales discussions and statements about future functionality are not part of the Agreement. The Customer has not relied on any representation not expressly set out in the Agreement, and waives any claim in respect of one, except for fraud.

4.4 If the Customer also purchases managed or professional services from Alayrix, those services are governed by the Alayrix Managed Services Terms (Part 1). In the event of conflict regarding the use of the Service itself, this Agreement prevails over Part 1 as to the software and the Alayrix terms prevail as to the managed services.

5.1 Clickwrap acceptance. The Agreement binds the Customer upon the earliest of: (a) ticking the acceptance box and selecting the sign-up, confirm or purchase button; (b) executing an Order Form; (c) creating an Account or paying Fees after the Agreement was presented; and (d) using the Service. The acceptance box is not pre-selected.

5.2 Electronic signature and records. The Customer agrees that its affirmative action under clause 5.1 is its electronic signature and binding acceptance, to the fullest extent permitted by the Electronic Transactions Ordinance, 2002 (Pakistan), the E-SIGN Act, the Uniform Electronic Transactions Act, the eIDAS Regulation, the Electronic Transactions Act of its place of residence and other equivalent Applicable Law, and will not contest validity solely because the Agreement was formed electronically. Flowence retains records of acceptance, which may include the Account identifier, the version and hash of each document accepted, the wording shown, the date and time, the IP address and device information, the plan and price displayed, the renewal terms and the payment transaction identifier. Those records are prima facie evidence of acceptance.

5.3 Separate consents. Acceptance of the Agreement does not constitute consent to marketing communications, to non-essential cookies, or to optional processing, each of which is requested separately where Applicable Law requires.

5.4 Authority. An individual who accepts on behalf of an organisation represents and warrants that he or she has authority to bind it, and the organisation is the Customer. If the individual lacks authority, he or she personally accepts the Agreement.

5.5 Order Forms. Each Order Form is governed by this Agreement and may add commercial terms. An Order Form may be modified only in writing and by both Parties. Each Order Form that identifies the clause it modifies may vary clauses 25 to 28.

6.1 Grant. Subject to the Agreement and payment of the Fees, Flowence grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable (only as the Agreement permits) right during the term to access and use the Service in accordance with the Documentation, for its own internal business purposes, within the plan limits.

6.2 Authorised Users. Only Authorised Users may use the Account. The Customer is responsible for each Authorised User's compliance and for all activity under its Account. Credentials are personal to each Authorised User and may not be shared. The Customer will promptly deactivate a person who is no longer authorised.

6.3 Plan limits. The Service is subject to the limits stated in the plan or Order Form, which may include seats, workspaces, connected accounts, storage, AI credits, API calls and publishing volume. Use beyond limits may require an upgrade, additional Fees or throttling. Fair-use limits apply to plans described as unlimited, which means usage consistent with ordinary business use.

6.4 Affiliates. The Customer's Affiliates may use the Service only if the Order Form so permits, and the Customer remains responsible for them.

6.5 Reseller and agency use. An agency that uses the Service to serve its own clients does so as the Customer, remains responsible to Flowence for its clients' use of the Service, and must obtain from each client the permissions and consents necessary for the Customer Content and connected accounts.

7.1 The Customer will not, and will not permit any person to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile, disassemble or attempt to derive the source code, models or weights of the Service, except to the extent Applicable Law expressly permits despite this restriction; (c) sell, resell, lease, license, sublicense, distribute or provide the Service to a third party other than as permitted by clause 6.5; (d) use the Service to build or train a competing product or any machine learning model, or scrape, mine or harvest the Service or AI Output at scale; (e) circumvent technical limits, security measures, usage limits or access controls; (f) probe, scan or test the vulnerability of the Service without prior written consent; (g) interfere with or disrupt the Service or its infrastructure; (h) introduce malware; (i) access the Service by automated means other than documented APIs; (j) remove proprietary notices or AI-generated content markings; (k) use the Service in breach of the Acceptable Use Policy and Community Guidelines or Applicable Law; or (l) use the Service for high-risk or prohibited purposes described in clause 12.8.

7.2 Flowence may monitor use of the Service to enforce this clause, to protect the Service and its users and to comply with law, in accordance with the Privacy Policy.

8.1 Ownership. As between the Parties, the Customer owns all right, title and interest in the Customer Content. Flowence acquires no ownership of the Customer Content under the Agreement.

8.2 Licence to Flowence. The Customer grants Flowence and its Affiliates and subprocessors a non-exclusive, worldwide, royalty-free licence during the term, and for the period needed to complete deletion, to host, store, reproduce, process, adapt, transmit, display and otherwise use the Customer Content solely: (a) to provide, maintain, secure, support and improve the Service for the Customer; (b) to perform the Customer's instructions, including sending Inputs to AI Providers and publishing to Third-Party Platforms; (c) to prevent or address fraud, abuse, security or technical issues; (d) to comply with Applicable Law and valid legal process; and (e) to enforce the Agreement. Flowence does not use identifiable Customer Content to train a general-purpose AI model for the benefit of third parties.

8.3 Responsibility. The Customer is solely responsible, as between the Parties, for the Customer Content, including its accuracy, legality, ownership and compliance with the Acceptable Use Policy and Community Guidelines, and for every post, message, advertisement and communication it publishes or sends using the Service. The Customer represents and warrants that: (a) it owns or has all rights, licences, consents and permissions to submit and use the Customer Content and to grant the licences in this Agreement; (b) the Customer Content and its use by Flowence as authorised will not infringe or violate any right of any person or any Applicable Law; and (c) it has given all notices and obtained all consents required by Applicable Law for Personal Data in the Customer Content, including for transfer to Flowence and its subprocessors.

8.4 No obligation to review. Flowence does not pre-screen Customer Content and has no obligation to monitor it, but may review, remove, disable, restrict or report Customer Content that Flowence reasonably believes violates the Agreement or Applicable Law, as further described in the Acceptable Use Policy and Community Guidelines.

8.5 Backups. The Customer is responsible for maintaining its own copies of the Customer Content. Flowence maintains backups for operational resilience only and does not warrant that deleted or lost Customer Content can be restored.

8.6 Aggregated data. Flowence may create and use Usage Data and aggregated or de-identified data that does not identify the Customer, any Authorised User or any individual, for analytics, security, benchmarking and to improve the Service. Flowence will not attempt to re-identify such data.

9.1 Technology platform. When the Customer uses the Service on a self-service basis, Flowence provides software tools and hosting. In that mode, Flowence does not select, create, edit, review, approve or endorse the Customer Content or the content that the Customer publishes, and does not act as the publisher of it. Flowence is not responsible for the Customer's posts, advertisements, claims or communications.

9.2 Managed services separate. If the Customer separately purchases managed or professional services from Alayrix, those services are governed by Part 1, and the allocation of responsibility in Part 1 applies to them. Nothing in this clause 9 means that Alayrix personnel never create or edit content when engaged to do so.

9.3 No professional advice. The Service, including AI Features, analytics and reports, does not provide legal, medical, financial, tax, regulatory, advertising-compliance or other professional advice. The Customer is solely responsible for the legal and regulatory compliance of its content and campaigns.

9.4 No guaranteed results. Flowence does not guarantee any business outcome, including reach, engagement, followers, conversion, leads, rankings, revenue or audience growth, and analytics provided are estimates derived from Third-Party Platform data.

10.1 The Customer will: (a) provide accurate and current Account information; (b) keep credentials confidential and use strong, unique passwords and, where available, multi-factor authentication; (c) restrict access to Authorised Users; (d) promptly notify Flowence at services@alayrix.com of any actual or suspected unauthorised access or security incident; and (e) use reasonable efforts to prevent unauthorised use.

10.2 Flowence is not responsible for loss or damage arising from the Customer's failure to comply with this clause 10, including unauthorised use of credentials that the Customer or an Authorised User disclosed or failed to protect.

10.3 Flowence may require identity verification before disclosing Account information, honouring a data-subject request or restoring access.

11.1 The Service may allow the Customer to connect Third-Party Platforms and publish content through them. The Customer authorises Flowence to access, retrieve, transmit and act on those accounts and data solely as directed through the Service. The Customer is responsible for its accounts with Third-Party Platforms, for the authority to connect them and for compliance with their terms and policies, and represents that it has all permissions necessary.

11.2 Third-Party Platforms are not under Flowence's control. They may change, restrict, suspend or terminate APIs, permissions, rate limits, algorithms or accounts, or reject or remove content, at any time, which may impair the Service. Flowence is not responsible for the availability, content, accuracy, security, privacy practices or terms of any Third-Party Platform, or for any loss resulting from its acts or omissions or from the loss of integration. Flowence will make reasonable efforts to adapt where practicable but has no obligation to maintain a particular integration.

11.3 Flowence's use and transfer of information received from a Third-Party Platform API will comply with that platform's developer terms, including limited-use requirements, where applicable. The Customer may revoke Flowence's access at any time through the Third-Party Platform's settings or the Service.

11.4 Platform-specific notices, including Google API Services User Data Policy compliance statements and Meta, LinkedIn, X, TikTok and other platform requirements, are set out in the Privacy Policy where applicable.

12.1 Nature of AI Features. The AI Features generate output using statistical models that are probabilistic and non-deterministic. The Customer acknowledges that AI Output may be inaccurate, incomplete, outdated, biased, offensive or misleading; may contain fabricated facts, quotations, sources, citations, statistics or links (so-called "hallucinations"); may fail to account for context, law, culture or brand requirements; may resemble existing content or output generated for other users; may not be protectable by copyright; and may differ each time the same Input is submitted.

12.2 Customer review. AI Output is a drafting aid and not a verified statement of fact or advice. The Customer must review, verify and, where appropriate, edit all AI Output before relying on, publishing, sending or acting on it, and is solely responsible, as between the Parties, for AI Output it adopts, publishes or acts on and for its consequences. The Customer will not rely on AI Output as the sole basis for a decision that could materially affect any person's legal rights, finances, health, safety, employment or access to essential services.

12.3 No warranty. To the maximum extent permitted by Applicable Law, Flowence does not warrant that AI Output is accurate, reliable, unique, original, complete, lawful, non-infringing, suitable for any purpose or free of third-party rights, or that the AI Features will be available, uninterrupted or consistent.

12.4 Inputs. The Customer is responsible for its Inputs and must not submit as Input any information it has no right to submit, any special-category or highly sensitive Personal Data (such as health, biometric, genetic, financial-account or government-identifier data), any data of children, or any confidential information of a third party, unless the Customer has lawful authority and Flowence has confirmed in writing that the relevant AI Feature may be used for that purpose.

12.5 AI Providers and processing location. Flowence uses AI Providers, which process Inputs and generate AI Output on Flowence's behalf. The AI Providers may be located outside Pakistan and the Customer's country, so Inputs may be transferred internationally. One or more AI Providers may process data on infrastructure located in or subject to the laws of the People's Republic of China, where government authorities may have access rights that differ from those in the Customer's country. The Customer may ask Flowence in writing to disable that provider for its Account, and must not submit Personal Data or confidential information to any AI Feature backed by that provider unless it has accepted the associated risk. Flowence flows down contractual restrictions to AI Providers where commercially practicable and, for providers accessed through commercial application programming interfaces, configures them so that Inputs are not used to train the provider's general-purpose models where such an option is available. Flowence does not control an AI Provider's independent safety monitoring, abuse-prevention logging and statutory retention, which may apply for a limited period. The current list of AI Providers and subprocessors is available on written request under clause 21.4.

12.6 Output ownership and use. As between the Parties, and to the extent permitted by Applicable Law and subject to the Agreement and the terms of the AI Providers, Flowence assigns to the Customer whatever right, title and interest Flowence may have in AI Output generated from the Customer's Inputs. Flowence makes no warranty that any such right exists, and does not guarantee that AI Output is exclusive to the Customer. The Customer's use of AI Output must comply with the usage policies of the AI Providers, which are incorporated by reference to the extent flowed down to the Customer.

12.7 Transparency, labelling and synthetic media. Where Applicable Law or a Third-Party Platform requires AI-generated or materially manipulated content to be disclosed or labelled, including Article 50 of the EU Artificial Intelligence Act, the Customer is responsible for the disclosure of content that it publishes. Flowence may embed machine-readable markings or provenance information in AI Output, and the Customer will not remove them where removal would violate Applicable Law. The Customer will not use the AI Features to create deceptive synthetic media of real persons, or to impersonate a person, a brand or an official source.

12.8 Prohibited and high-risk uses. The AI Features must not be used: (a) to make or support automated decisions about employment, credit, insurance, education, housing, essential public or private services, law enforcement, migration or legal status; (b) for biometric identification or categorisation, emotion recognition, or social scoring; (c) to generate medical, legal, financial or tax advice presented as professional advice; (d) to generate content in violation of the Acceptable Use Policy and Community Guidelines; or (e) in any manner Applicable Law classifies as a prohibited or high-risk AI practice, unless a signed Order Form expressly permits it and allocates the regulatory obligations.

12.9 Allocation of AI risk. As between the Parties: (a) the Customer is the deployer of AI Output it uses, and is responsible for human oversight, for disclosure and for regulatory obligations attached to its use; (b) Flowence is liable for AI Features only as stated in clauses 25 to 28; and (c) Flowence has no liability for AI Output that the Customer adopts, publishes or acts upon, or for the acts and omissions of an AI Provider, except to the extent caused by Flowence's gross negligence or wilful misconduct and then subject to clause 27.

12.10 Changes. Flowence may add, modify, replace or discontinue AI Features and AI Providers, and AI Providers may change their models, at any time. Flowence will give reasonable notice of a change that materially degrades a paid core feature.

12.11 Credits. AI usage may be subject to credits, quotas or rate limits stated in the plan, and unused credits do not roll over unless the Order Form states otherwise.

13.1 Flowence will provide support by email and through the help centre during Business Hours (9:00 a.m. to 5:00 p.m. Pakistan Standard Time on a Business Day) as described in the plan. Response targets are good-faith objectives and are not guarantees unless an Order Form states a binding service level.

13.2 Flowence will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted or error-free availability. The Service may be unavailable for scheduled or emergency maintenance, Third-Party Platform or cloud-provider outage (including of DigitalOcean or Microsoft Azure), security events, Force Majeure Events or other causes outside Flowence's reasonable control. Flowence will use reasonable efforts to give advance notice of scheduled maintenance that is expected to cause material interruption.

13.3 A binding uptime commitment and service credits apply only if stated in a signed Order Form, in which case the credits are the Customer's sole and exclusive remedy for unavailability.

Flowence may offer features, trials or plans designated as beta, preview, experimental, early access or free ("Preview Features"). Preview Features are provided "as is" without warranty, support, indemnity or service level, may contain defects, may change or be withdrawn at any time without notice, and may be used only for evaluation. To the maximum extent permitted by Applicable Law, Flowence's aggregate liability in respect of Preview Features is limited to one hundred United States dollars (USD 100). A free trial converts to a paid plan only if the Customer has been clearly informed in advance of the conversion, the price and how to cancel, and has consented to it.

15.1 Licence. Subject to the Agreement, Flowence grants the Customer and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Mobile Application on devices that they own or control, as permitted by the applicable App Store rules, solely to access the Service.

15.2 Acknowledgement. This Agreement is between the Customer and Flowence only, and not with Apple Inc., Google LLC or any other App Store operator (each an "App Store Provider"). Flowence, and not the App Store Provider, is solely responsible for the Mobile Application and its content, for maintenance and support, and for any claims relating to the Mobile Application.

15.3 Apple minimum terms. If the Mobile Application is obtained from the Apple App Store: (a) the Customer acknowledges that Apple has no obligation to provide maintenance or support services for the Mobile Application; (b) if the Mobile Application fails to conform to an applicable warranty, the Customer may notify Apple, which may refund the purchase price (if any), and, to the maximum extent permitted by law, Apple has no other warranty obligation; (c) as between Apple and Flowence, Flowence is responsible for addressing any claims relating to the Mobile Application, including product liability, failure to conform to legal or regulatory requirements, consumer protection and similar claims, and intellectual property infringement claims; (d) the Customer represents that it is not located in a country subject to a United States Government embargo or designated as a "terrorist supporting" country and is not on any United States Government list of prohibited or restricted parties; (e) the Customer must comply with applicable third-party terms of agreement when using the Mobile Application; and (f) Apple and its subsidiaries are third-party beneficiaries of this Agreement as it relates to the Mobile Application and, upon the Customer's acceptance, Apple has the right (and is deemed to have accepted the right) to enforce this Agreement against the Customer as a third-party beneficiary. These terms are intended to satisfy the Apple Licensed Application End User License Agreement minimum terms, which apply in place of any conflicting provision.

15.4 Google Play. If the Mobile Application is obtained from Google Play, the Customer acknowledges that Google Play's terms of service and policies also apply, and that Google has no obligation to provide support for the Mobile Application.

15.5 In-app purchases and billing. Purchases made through an App Store are processed by the App Store Provider under its billing terms and may be subject to its refund policy, which governs refunds for those purchases. Subscriptions purchased through an App Store are managed and cancelled through the Customer's App Store account settings, and deleting the Mobile Application does not cancel the subscription. Subscriptions purchased directly from Flowence through its website are managed under clause 17.

15.6 Account deletion in the app. The Customer and each Authorised User may initiate deletion of the Account and associated Personal Data from within the Mobile Application (Settings, Account, Delete Account), and also through the web form available at the address stated in the Privacy Policy, as described in clause 17.7 and the Privacy Policy. Deleting an Account in the Mobile Application does not by itself cancel a subscription purchased through an App Store.

15.7 User-generated content and reporting. The Mobile Application includes a mechanism to report objectionable content, to block abusive users and to contact Flowence, as described in the Acceptable Use Policy and Community Guidelines. Flowence will act on reports within the timeframes stated in that policy and may remove content and suspend or terminate users who violate it. The Customer will have no tolerance for objectionable content in its Account.

15.8 Permissions and device data. The Mobile Application may request device permissions (such as notifications, camera, photo library, microphone and file access). Permissions are requested only for the described purpose, are optional unless required for the function, and may be changed in device settings. Flowence handles device data as described in the Privacy Policy.

15.9 Updates. The Customer must install updates to continue to use the Mobile Application, and some features may stop working on unsupported operating-system versions. Flowence does not guarantee compatibility with every device.

15.10 Third-party AI sharing disclosure. The Mobile Application sends certain Inputs and Customer Content to third-party AI Providers as described in clause 12 and the Privacy Policy. The Mobile Application requests the Customer's explicit permission before first sharing personal data with a third-party AI service where the App Store rules require that permission.

16.1 Fees. The Customer will pay the Fees stated in the Order Form or displayed at checkout, in the stated currency. Fees are payable in advance for each billing period unless the Order Form says otherwise, and are non-cancellable and, except as stated in clauses 17 and 18 or required by Applicable Law, non-refundable.

16.2 Price transparency. Flowence displays the total price, including mandatory charges and any recurring charge, before the Customer completes a purchase. There are no hidden fees, and any additional charge (such as overage, extra seats or additional AI credits) requires the Customer's prior acceptance or is expressly provided for in the plan.

16.3 Payment. The Customer authorises Flowence and its payment provider and collection agent to charge the Customer's payment method for the Fees, renewals and approved additional charges. Payment is processed through Stripe and collected by Aashaz Technology Inc. acting only as payment collection agent for Flowence, which does not become a party to this Agreement. The Customer will keep payment details current and is responsible for the accuracy of billing information.

16.4 Taxes. Fees exclude Taxes. The Customer is responsible for all taxes, duties and levies (including value-added tax, goods and services tax, sales tax and withholding tax) on the Fees, other than taxes on Flowence's net income. If Applicable Law requires the Customer to withhold tax, the Customer will gross up the payment unless law prohibits it, and will deliver official withholding certificates promptly. Flowence will charge applicable indirect taxes where required.

16.5 Late payment. Overdue amounts accrue simple interest at the lower of 1.5% per month and the maximum lawful rate from the due date until paid, as a genuine pre-estimate of Flowence's loss and not a penalty. The Customer will reimburse reasonable collection costs to the extent permitted by law.

16.6 Disputes. The Customer must give written notice of a good-faith billing dispute with reasons within fourteen (14) days of the invoice or charge and pay the undisputed portion. A chargeback on a valid charge entitles Flowence to recover the amount and reasonable chargeback fees and to suspend the Account.

16.7 Price changes. Flowence may change Fees for a renewal term on at least thirty (30) days' notice before the renewal date, and the Customer may cancel before renewal under clause 17. Price changes do not apply to the term already paid. Where Applicable Law requires a longer notice period, that period applies.

16.8 Usage and overage. If the Customer exceeds plan limits, Flowence may charge the then-current overage rates after notice, throttle usage, or require an upgrade.

17.1 Term. The Agreement begins on acceptance and continues for the subscription term in the plan or Order Form (the "Initial Term"), and renews for successive periods equal to the billing period (each a "Renewal Term") unless cancelled under this clause.

17.2 Automatic renewal disclosure and consent. At checkout, Flowence clearly discloses that the subscription renews automatically, the renewal price and frequency, and how to cancel. By accepting, the Customer expressly consents to automatic renewal and to recurring charges to its payment method until it cancels.

17.3 Renewal reminder. Where required by Applicable Law, and in any event for annual and longer terms, Flowence will send a reminder not less than fifteen (15) days and not more than forty-five (45) days before an automatic renewal, stating the date, the price and how to cancel.

17.4 How to cancel. The Customer may cancel at any time through Account settings (Billing, Cancel subscription) or by written notice to services@alayrix.com. Cancellation is as easy as sign-up and is not conditioned on a phone call, an interview or retention offers, although Flowence may offer an alternative, which the Customer may decline. Cancellation takes effect at the end of the current paid term, and the Customer retains access until then. Notice must be given before the next billing date to prevent the next renewal charge.

17.5 Trials and introductory pricing. A free trial or introductory offer converts to a paid subscription at the disclosed price at the end of the trial unless cancelled before it ends. Flowence will send a reminder before conversion where Applicable Law requires.

17.6 Fixed terms. Where an Order Form specifies a fixed term of more than one billing period, the Customer may not cancel for convenience during the fixed term and remains liable for Fees for the whole fixed term, subject to clause 18.

17.7 Account and data deletion. The Customer may delete its Account from within the Service or request deletion by email to services@alayrix.com or through the web request form identified in the Privacy Policy. Flowence will verify the request and complete deletion of Account data and associated Customer Content from active systems within thirty (30) days after the subscription ends, including from encrypted backups, except for information it must retain for legal, tax, accounting, fraud-prevention, security and dispute-resolution purposes, which is retained only for as long as needed and then deleted or anonymised. Deletion is permanent, and the Customer should export its data first.

18.1 General rule. Subscription Fees are non-refundable once the subscription period has started, except as provided in this clause 18, in an Order Form, in an App Store refund policy for in-app purchases, or as required by Applicable Law.

18.2 Seven-day first-purchase review. If a first-time paying Customer cancels a new paid subscription within seven (7) days of the first charge and has not materially used the Service (as determined by Flowence acting reasonably, including AI credits consumed and content published), Flowence will refund that charge on request, less applicable payment processor charges that cannot be recovered, as a goodwill measure that is not an admission of any right.

18.3 Service failure. If a paid core feature is unavailable for an extended period due to Flowence's default, Flowence will, at the Customer's request, credit or refund the pro-rata portion of the Fees for the affected period, as the Customer's exclusive remedy for that failure, subject to clause 13.3.

18.4 Mandatory consumer rights. If, notwithstanding clause 3.1, a Customer is a consumer under Applicable Law, nothing in this Agreement limits any non-excludable right, including: (a) any statutory right of withdrawal or cancellation, such as the fourteen-day right of withdrawal for distance contracts in the European Union and United Kingdom (and where the Customer asked for the digital service to begin during the withdrawal period, it may be required to pay a proportionate amount for the service supplied before withdrawal, and, for digital content, may lose the right of withdrawal once performance has begun with its prior express consent and acknowledgement); (b) the consumer guarantees under the Australian Consumer Law, including that services be supplied with due care and skill and be fit for any disclosed purpose, which cannot be excluded; (c) rights under the consumer protection laws of Canada and its provinces, including Quebec; (d) rights under California's Automatic Renewal Law and other US state and federal consumer laws; (e) rights under consumer protection laws in the Middle East and South East Asia; and (f) rights under the consumer protection laws of Pakistan and its provinces.

18.5 Method. Refunds are made to the original payment method, normally within thirty (30) days of approval. Refunds for App Store purchases must be requested from the relevant App Store Provider.

19.1 Flowence may suspend or restrict all or part of the Service or an Account, immediately where necessary and otherwise on notice where reasonably practicable, if: (a) an undisputed amount is overdue by seven (7) days or more; (b) the Customer or an Authorised User breaches clause 7, 8.3, 10, 11, 12.4, 12.7, 12.8 or 24, or the Acceptable Use Policy and Community Guidelines; (c) suspension is reasonably necessary to prevent or mitigate harm, fraud, abuse, a security threat or a risk to the Service or other users; (d) Flowence is required by law, a court or a regulator, or a Third-Party Platform or AI Provider requires it; or (e) the Customer's use creates a material legal or reputational risk.

19.2 Flowence will restore the Service when the cause is resolved. Suspension does not excuse the Customer's payment obligations and does not entitle the Customer to a refund. Flowence will provide a statement of reasons for restrictions on content or Accounts where Applicable Law (including the Digital Services Act) requires.

20.1 For cause. Either Party may terminate the Agreement by written notice if the other Party: (a) materially breaches the Agreement and, if the breach is capable of remedy, fails to remedy it within fourteen (14) days of notice (seven (7) days for non-payment); or (b) becomes insolvent, enters liquidation, receivership or a similar process, or ceases business.

20.2 By Flowence. Flowence may terminate immediately on notice if: (a) the Customer repeatedly or seriously violates the Acceptable Use Policy and Community Guidelines or engages in conduct involving child sexual abuse material, fraud or illegal activity; (b) continued provision would violate Applicable Law or the terms of a Third-Party Platform, App Store Provider or AI Provider; or (c) the Customer is, or becomes, subject to sanctions. Flowence may discontinue the Service generally on at least ninety (90) days' notice and will refund prepaid Fees for the period after discontinuation.

20.3 Effect. On termination or expiry: (a) the licence and access rights end; (b) the Customer must stop using the Service; (c) all unpaid Fees for the term to the termination date become due; (d) Flowence will make Customer Content available for export for thirty (30) days (unless termination was for the Customer's breach involving unlawful content or abuse) and will then delete it under clause 17.7; and (e) accrued rights and the clauses that by their nature should survive (including clauses 2, 8.3, 12.2 to 12.9, 16, 20.3, 22 to 28, 30, 31 and 36) survive.

20.4 Refund on Flowence's breach. If the Customer terminates for Flowence's uncured material breach, or Flowence terminates for convenience other than under clause 20.2, Flowence will refund prepaid Fees for the period after termination. Termination for the Customer's breach does not entitle the Customer to a refund.

21.1 Roles. For Personal Data in the Customer Content, the Customer is the controller (or business) and Flowence is the processor (or service provider). Flowence is a controller (or business) of Personal Data it handles for its own purposes, such as Account administration, billing, security and service improvement, as described in the Privacy Policy. The Data Processing Addendum (Part 5) is incorporated into this Agreement and applies automatically to the processing of Personal Data on the Customer's behalf, without further signature.

21.2 Customer duties. The Customer will comply with Applicable Law in its use of the Service, will ensure it has a lawful basis and has given all required notices and obtained all required consents for the Personal Data it submits or connects, will limit the Personal Data to what is necessary, and will not submit special-category or sensitive Personal Data, payment card data or government identifiers except as the Order Form expressly provides.

21.3 Security. Flowence maintains administrative, technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access controls, logging, vulnerability management and personnel confidentiality obligations, as described in Annex II of the Data Processing Addendum. No system can be guaranteed to be completely secure, and Flowence does not warrant that the Service will be free from unauthorised access. Flowence will notify the Customer of a Personal Data Breach affecting Customer Content without undue delay in accordance with the Data Processing Addendum.

21.4 Hosting and subprocessors. Flowence hosts the Service on infrastructure provided by DigitalOcean and Microsoft Azure and uses other subprocessors including AI Providers, payment, email and analytics providers. The Customer authorises Flowence's use of subprocessors in accordance with the Data Processing Addendum. A current list of subprocessors is available on written request to services@alayrix.com, and Flowence will give notice of material changes in accordance with the Data Processing Addendum.

21.5 Children's data. The Service is not intended for the collection of Personal Data of children by the Customer. If the Customer's use involves the Personal Data of children, the Customer is responsible for obtaining verifiable parental or guardian consent and complying with child-protection and children's privacy laws (including COPPA, the GDPR and the UK Age Appropriate Design Code), and must notify Flowence in advance and obtain its written agreement.

21.6 International transfers. Flowence is located in Pakistan and uses providers in other countries. The Customer authorises transfers of Personal Data in accordance with the Data Processing Addendum, which incorporates the transfer mechanisms required by Applicable Law.

22.1 Flowence property. As between the Parties, Flowence and its licensors own all right, title and interest in the Service, the Mobile Applications, the Documentation, the underlying software, models, algorithms, interfaces, trade marks, logos, templates, designs and all improvements, derivatives and Usage Data (together, "Flowence IP"). No rights are granted except as expressly stated, and all rights not expressly granted are reserved.

22.2 Feedback. The Customer grants Flowence a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use any suggestion, idea or feedback concerning the Service, provided that it does not identify the Customer or disclose its Confidential Information.

22.3 Open source and third-party components. The Service may include open-source software and third-party components governed by their own licences, which prevail over this Agreement to the extent required. Fonts, images, icons and other media that Flowence supplies are licensed for use within the Service and may not be extracted or reused outside it unless a licence so provides.

22.4 Customer marks. The Customer grants Flowence the right to display its name and logo as a customer in customer lists and, with prior written consent, in case studies. The Customer may withdraw this permission on written notice, which operates prospectively.

22.5 Intellectual property complaints. Flowence responds to notices of alleged infringement under the procedure in the Acceptable Use Policy and Community Guidelines, including notices under the United States Digital Millennium Copyright Act and the Canadian notice-and-notice regime. Flowence may remove content, terminate repeat infringers and take other appropriate action.

23.1 "Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including the Customer Content, non-public technical, pricing and business information, and the terms of the Agreement, but excluding information that is or becomes public through no breach by the Recipient, was lawfully known to the Recipient before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed without use of the Discloser's information.

23.2 The Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it with at least reasonable care, and disclose it only to personnel, contractors, professional advisers, insurers and permitted subprocessors who need to know it and are bound by equivalent duties of confidence.

23.3 The Recipient may disclose Confidential Information to the extent required by law, a court or a regulator, giving the Discloser prompt notice where lawful so that it may seek protective relief.

23.4 These obligations continue for five (5) years after termination, and for trade secrets and Personal Data for as long as they remain such. Breach may cause irreparable harm, and the Discloser may seek injunctive relief without proving actual damage or posting a bond, to the extent permitted by Applicable Law. Nothing in this clause restricts reporting a possible violation of law to a competent authority or a disclosure protected by whistleblower law.

24.1 The Customer represents, warrants and undertakes that: (a) it has full power and authority to enter into and perform the Agreement; (b) it will use the Service only in accordance with the Agreement, the Documentation and Applicable Law; (c) the Customer Content and its use as contemplated will not infringe or violate any intellectual property, privacy, publicity or other right of any person; (d) it will comply with all advertising, consumer protection, marketing, anti-spam, privacy, platform and industry-specific laws applicable to its content, campaigns and communications; (e) it is not subject to sanctions and will not use the Service in or for a sanctioned jurisdiction, person or purpose; and (f) all information it provides to Flowence is accurate.

24.2 The Customer is responsible for substantiating the claims in its content, for lawful use of testimonials and reviews (which must be genuine), and for ensuring that its content does not breach the Acceptable Use Policy and Community Guidelines.

25.1 Limited warranty. Flowence warrants that it will provide the Service with reasonable skill and care and in material conformity with the Documentation. The Customer's sole and exclusive remedy for breach of this warranty is that Flowence will use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within thirty (30) days of written notice, either Party may terminate the affected subscription and Flowence will refund prepaid Fees for the period after termination. The Customer must notify Flowence in writing with reasonable particulars promptly after discovering the non-conformity. This clause does not limit a right that cannot lawfully be limited and does not shorten any limitation period prescribed by law.

25.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN CLAUSE 25.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE MOBILE APPLICATIONS, THE AI FEATURES, THE AI OUTPUT, ALL THIRD-PARTY PLATFORM INTEGRATIONS AND PREVIEW FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE". FLOWENCE AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FLOWENCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.

25.3 The Customer acknowledges that the Fees reflect this allocation of risk and that Flowence would not offer the Service at the Fees without it.

26.1 By the Customer. The Customer will defend, indemnify and hold harmless Flowence, its Affiliates, and their respective directors, officers, employees, contractors, licensors and agents (the "Flowence Indemnitees") from and against all third-party claims, demands, proceedings and regulatory actions, and all resulting losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable legal fees ("Losses"), to the extent arising out of: (a) the Customer Content, or Flowence's use of it as permitted by the Agreement; (b) any content, advertisement, claim, message or communication that the Customer or an Authorised User created, approved, published or sent using the Service, including AI Output that the Customer adopted, published or acted upon; (c) the Customer's or an Authorised User's breach of clauses 7, 8.3, 10, 11, 12.4, 12.7, 12.8 or 24 or of the Acceptable Use Policy and Community Guidelines; (d) the Customer's violation of Applicable Law, including marketing, consumer protection, anti-spam and privacy law, or of a Third-Party Platform's terms; (e) the Customer's failure to give notices or obtain consents required for Personal Data it submitted; or (f) a dispute between the Customer and any of its own customers, clients, agencies or end users.

26.2 By Flowence. Flowence will defend the Customer against a third-party claim alleging that the Service, as supplied by Flowence and used in accordance with the Agreement, infringes that third party's copyright, trade mark or registered patent, and will pay the damages and costs finally awarded or agreed in settlement. Flowence has no obligation to the extent the claim arises from the Customer Content, AI Output, Third-Party Platforms or third-party materials, any modification not made by Flowence, combination with items not supplied by Flowence, use in breach of the Agreement or Preview Features. If a claim is made or is likely, Flowence may procure the right to continue use, modify or replace the affected item, or terminate it and refund prepaid Fees for the period after termination. THIS CLAUSE 26.2 STATES FLOWENCE'S ENTIRE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

26.3 Procedure. The indemnified Party will give prompt written notice of the claim (delay relieves the indemnifying Party only to the extent it is prejudiced), allow the indemnifying Party sole control of the defence and settlement (provided that no settlement imposes an admission of fault or non-monetary obligation on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party's cost.

27.1 Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER, UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, DATA OR OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

27.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FLOWENCE, ITS AFFILIATES, LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT AND THE SERVICE, UNDER ANY LEGAL THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO FLOWENCE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE LIABILITY (OR, FOR A CUSTOMER ON A FREE PLAN, ONE HUNDRED UNITED STATES DOLLARS (USD 100)).

27.3 AI limitation. WITHOUT LIMITING CLAUSES 12, 27.1 AND 27.2, FLOWENCE IS NOT LIABLE FOR ANY LOSS ARISING FROM THE ACCURACY, ORIGINALITY, LEGALITY, SUITABILITY OR CONSEQUENCES OF AI OUTPUT THAT THE CUSTOMER ADOPTED, PUBLISHED, SENT OR ACTED UPON, FROM THE ACTS OR OMISSIONS OF AN AI PROVIDER, OR FROM THE CUSTOMER'S RELIANCE ON AI OUTPUT WITHOUT INDEPENDENT VERIFICATION, EXCEPT TO THE EXTENT CAUSED BY FLOWENCE'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND THEN SUBJECT TO CLAUSE 27.2.

27.4 Data and third parties. Flowence is not liable for loss of or damage to Customer Content that the Customer failed to back up, for unauthorised access resulting from the Customer's failure to secure credentials, or for the acts and omissions of Third-Party Platforms, App Store Providers, the Customer's own customers or other third parties outside Flowence's reasonable control.

27.5 Single cap. The existence of more than one claim does not enlarge the cap, and amounts paid in respect of one claim reduce the amount available for the others. The cap is an aggregate for all claims and not a per-claim limit.

27.6 Application to Customer. The limitation in clause 27.1 applies to the Customer's liability, but the cap in clause 27.2 does not limit the Customer's obligation to pay Fees, the Customer's indemnity under clause 26.1, or the Customer's liability for misuse of Flowence IP or breach of clause 7.

28.1 Exceptions. Nothing in the Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence, to the extent Applicable Law does not permit its exclusion; (d) any liability that cannot lawfully be limited or excluded; or (e) liability under a mandatory data-protection or consumer law that cannot be contractually limited.

28.2 Mitigation and notice. Each Party must take reasonable steps to mitigate its loss. The Customer will notify Flowence in writing of a claim as soon as reasonably practicable after becoming aware of the circumstances. Delay does not extinguish the claim or shorten any limitation period prescribed by law, but Flowence is not liable to the extent that delay increased the loss or prejudiced its ability to respond.

28.3 Basis of the bargain. The Parties agree that the exclusions and limits in clauses 25 to 28 are reasonable, are reflected in the Fees, are separate and severable, and apply even if a limited remedy fails of its essential purpose.

28.4 Individuals. The Customer will not bring any claim in respect of the Agreement against any director, officer, employee or contractor of Flowence personally, except in cases of fraud, and each of them may enforce this clause.

Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, strikes, government action, sanctions, changes in law, failures of power, internet, telecommunications or cloud infrastructure (including of DigitalOcean or Microsoft Azure), cyberattack, or failure, change or withdrawal of a Third-Party Platform, App Store Provider or AI Provider (each a "Force Majeure Event"). The affected Party will notify the other promptly and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected subscription on notice, and Flowence will refund prepaid Fees for the period after termination.

30.1 This Agreement, and any dispute or claim (including any non-contractual dispute) arising out of or in connection with it, its subject matter or its formation, is governed by the laws of the Islamic Republic of Pakistan, without regard to its conflict-of-law rules.

30.2 Subject to clause 31 and to any mandatory rule of Applicable Law to the contrary, the courts of Karachi, Pakistan have exclusive jurisdiction to settle any such dispute, and each Party irrevocably submits to that jurisdiction and waives any objection to venue or on the ground of forum non conveniens. Either Party may seek urgent injunctive or interim relief from any court of competent jurisdiction to protect its Confidential Information or intellectual property.

30.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.4 Enterprise arbitration option. A signed Order Form may substitute binding arbitration for clause 30.2, specifying the seat, rules, number of arbitrators and language. Absent such a provision, clause 30.2 applies.

30.5 Mandatory local rights. If the Customer is a consumer entitled by mandatory law to bring proceedings in its home courts or to rely on its home law, nothing in this clause 30 deprives the Customer of that right. Schedule A states specific regional provisions.

31.1 The Parties will first attempt in good faith to resolve any dispute by written notice and discussion between senior representatives for thirty (30) days from the notice (the "Negotiation Period"). Either Party may seek urgent interim relief during the Negotiation Period.

31.2 If the dispute is not resolved, the Parties may agree to mediation in Karachi, but are not obliged to do so. Either Party may then commence proceedings under clause 30.

31.3 To the maximum extent permitted by Applicable Law, each Party waives any right to a jury trial, and the Customer agrees that claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective or representative action, except where Applicable Law does not permit that waiver.

31.4 The Customer acknowledges that a judgment of the courts of Pakistan may be enforced in other jurisdictions only in accordance with the law of those jurisdictions, and that Flowence may bring enforcement proceedings wherever the Customer or its assets are located.

32.1 To Flowence. Notices must be in writing and sent to services@alayrix.com, with a copy by courier to: BnR360, H#C-40, Karachi University Staff Town, Karachi, Pakistan. Legal notices and privacy requests may also be sent to services@alayrix.com.

32.2 To the Customer. Notices may be sent to the email address of the Account owner or administrator, posted in the Service or sent to the address in the Order Form, and are deemed received one Business Day after sending by email or in-product notice, and on delivery by courier.

32.3 Electronic communications. The Customer consents to receive notices, disclosures, invoices and other communications electronically, agrees that electronic communications satisfy any legal requirement that they be in writing, and will keep its contact details current.

32.4 Marketing. Flowence sends marketing communications only where permitted by Applicable Law, including with consent where required by the GDPR and ePrivacy rules, CASL, the Australian Spam Act and equivalent laws. Every marketing email includes a working unsubscribe link and Flowence's identity and physical address, and unsubscribe requests are honoured within ten (10) Business Days or any shorter period required by law. Transactional and service messages are not affected.

33.1 Flowence may modify the Service from time to time, provided that it will not materially reduce the core paid functionality during a paid term without notice and a pro-rata refund of the affected period where the Customer cancels as a result.

33.2 Flowence may amend this Agreement prospectively by giving at least thirty (30) days' notice by email, in the Service or by prominent website notice. The amendment applies from the stated date, and for an existing paid term from the next Renewal Term unless the change is required by law, relates to a new feature or does not materially reduce the Customer's rights. If the Customer objects in writing to a material adverse change before it takes effect, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused period. Continued use after the effective date, following the notice, is acceptance. Flowence maintains an archive of prior versions.

Each Party will comply with applicable anti-bribery, anti-corruption, sanctions and export control laws. The Customer represents that it is not identified on, or owned or controlled by a person on, a sanctions or restricted-party list, will not use or export the Service in violation of those laws, and will not use the Service in or for a country, person or purpose subject to comprehensive sanctions.

Schedule A applies to Customers in the stated regions and prevails over the rest of the Agreement to the extent of any conflict for those Customers only.

36.1 Entire agreement. The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior proposals, understandings and representations. The Customer's purchase-order and other standard terms do not apply.

36.2 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remainder will continue in full force. A court or tribunal may reform a provision to the minimum extent necessary to make it enforceable.

36.3 Waiver. A failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and signed by the waiving Party.

36.4 Assignment. The Customer may not assign or transfer the Agreement or any right under it without Flowence's prior written consent, not to be unreasonably withheld. Flowence may assign the Agreement to an Affiliate or successor on notice to the Customer. Flowence may use subcontractors and subprocessors and remains responsible for their performance subject to its limitations of liability.

36.5 Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.

36.6 No third-party beneficiaries. Except for the Flowence Indemnitees, the persons referred to in clause 28.4 and Apple and Google as stated in clause 15, no third party may enforce the Agreement.

36.7 Language. The governing language of the Agreement is English. A translation is for convenience only, and the English text prevails.

36.8 Counterparts and electronic signature. The Agreement may be executed in counterparts and by electronic signature, each of which is an original.

36.9 Government users. The Service is commercial computer software and related documentation, and any United States Government use is subject to the licence rights in this Agreement.

Flowence support and privacy: services@alayrix.com. Postal address: BnR360, H#C-40, Karachi University Staff Town, Karachi, Pakistan.

Schedule A. Regional Provisions

A1. European Economic Area and United Kingdom

(a) Nothing in the Agreement affects the mandatory consumer rights of a consumer resident in the European Economic Area or the United Kingdom, including the right to bring proceedings in the courts of the consumer's residence and to rely on the mandatory law of that country. (b) Flowence's EU and UK representatives under Article 27 of the GDPR and UK GDPR are identified in the Privacy Policy. (c) For the purposes of the Digital Services Act, Flowence's point of contact for authorities and recipients of the service, and its legal representative where required, are identified in the Acceptable Use Policy and Community Guidelines. (d) The Customer is the deployer of AI Output it publishes, and is responsible for transparency and disclosure obligations under Article 50 of the EU Artificial Intelligence Act. (e) Alternative dispute resolution: Flowence is not obliged to use, and does not undertake to use, an alternative dispute resolution body, but the European Commission's online dispute resolution platform has been discontinued and no reference to it is required.

A2. Canada

(a) For a Customer in Quebec, the Agreement is also governed by the mandatory provisions of the Quebec Consumer Protection Act and the Civil Code of Quebec, and the Parties have expressly required that this Agreement and related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglais. (b) Flowence will honour withdrawal and cancellation rights available by law to Canadian consumers. (c) Flowence will comply with the Canadian notice-and-notice regime for copyright notices.

A3. United States

(a) Residents of California, Colorado, Connecticut, Virginia, Utah, Texas, Oregon, Montana and other states with consumer privacy laws have the rights described in the Privacy Policy. (b) The automatic-renewal disclosures in clause 17 are intended to satisfy California's Automatic Renewal Law and the FTC Negative Option Rule and similar state laws. (c) Flowence's designated agent for notices of claimed copyright infringement under 17 U.S.C. section 512(c) is identified in the Acceptable Use Policy and Community Guidelines. (d) The Service is not directed to children under 13, and Flowence does not knowingly collect their Personal Data.

A4. Middle East

(a) The Customer will comply with local laws on content, advertising, data localisation, cybercrime and telecommunications applicable to its use of the Service and its audience, including in the United Arab Emirates, Saudi Arabia, Qatar, Bahrain, Kuwait and Oman. (b) The Customer is responsible for obtaining any licence required in its country for advertising, influencer or social-media activity. (c) Nothing in the Agreement requires Flowence to host or process data in a particular country unless an Order Form so states.

A5. South East Asia

The Customer will comply with applicable laws of Singapore (including the Personal Data Protection Act), Malaysia, Indonesia, Thailand, the Philippines, Vietnam and other countries in which it uses the Service, including laws on consent, direct marketing, content and data transfer. Where a mandatory local law gives a consumer a non-excludable right, that right applies.

A6. Australia and New Zealand

(a) Nothing in the Agreement excludes, restricts or modifies a right or remedy under the Australian Consumer Law or the Consumer Guarantees Act 1993 (New Zealand) that cannot be excluded. (b) To the extent Flowence is permitted to limit its liability for a breach of a consumer guarantee, it limits its liability, at its option, to resupplying the services or paying the cost of having them resupplied. (c) Flowence will comply with the Australian Privacy Principles, as described in the Privacy Policy. (d) Unsolicited commercial electronic messages are sent only in accordance with the Spam Act 2003.

A7. Pakistan

(a) The Agreement is governed by Pakistani law as stated in clause 30. (b) The Agreement is intended to be an electronic contract under the Electronic Transactions Ordinance, 2002, and the Customer's acceptance is an electronic signature for that purpose. (c) The Customer will comply with the Prevention of Electronic Crimes Act, 2016 and other applicable Pakistani law in its use of the Service. (d) Pakistan does not currently have an enacted comprehensive data-protection statute, and Flowence will comply with applicable Pakistani law as it develops and, once enacted, with the Pakistani data-protection law then in force.