Terms of Service

These Terms form a binding agreement between you (or the organization you represent) and ElbiNet LLC (“ElbiNet,” “we,” “us,” or “our”), the owner and operator of the ElbiFlow platform. ElbiFlow is a trademark of ElbiNet LLC.

By creating an account, subscribing to a plan, or otherwise accessing or using the ElbiFlow platform (the “Service”), you (“Customer” or “you”) agree to be bound by these Terms of Service (the “Terms”). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, do not access or use the Service.

• “ElbiNet,” “we,” “us” — ElbiNet LLC, the provider of the Service.
• “ElbiFlow” — the SaaS platform owned and operated by ElbiNet LLC and offered under these Terms.
• “Customer” or “Tenant” — the organization that subscribes to the Service.
• “Authorized Users” — employees, contractors, or agents of the Customer granted access to the Service.
• “Customer Data” — all data, content, and information submitted to the Service by or on behalf of the Customer.
• “Plan” — the subscription tier selected by the Customer, defining applicable features, limits, and fees.
• “Fees” — the amounts payable by the Customer for the Service.
• “Documentation” — the in-product help, FAQ, and other materials describing the Service.

To use the Service, the Customer must create a tenant workspace and register at least one administrator account. The Customer is responsible for:

• Providing accurate registration information and keeping it up to date;
• Maintaining the confidentiality of account credentials;
• All activity that occurs under its tenant and Authorized User accounts;
• Ensuring Authorized Users comply with these Terms;
• Promptly notifying us of any unauthorized access or security incident.

We may refuse, suspend, or close accounts that violate these Terms or present a security or abuse risk.

• Plans and Fees. The Service is offered under subscription Plans. Plan features, limits (e.g., user count, storage, tickets), and Fees are shown at the time of purchase and in the billing portal.
• Billing cycle. Subscriptions renew automatically at the end of each billing period unless cancelled. Cancellations take effect at the end of the current paid period.
• Payment. Payments are processed by our payment provider (Stripe). You authorize us to charge the payment method on file for all Fees and applicable taxes.
• Taxes.Fees are exclusive of taxes, levies, and duties, which are the Customer’s responsibility unless stated otherwise.
• Late payment. If a payment fails, we may retry, notify you, and, after a reasonable grace period, suspend or downgrade the tenant. Data will not be deleted immediately; see Section 15.
• Upgrades and downgrades. Plan changes take effect according to the proration and billing rules described at checkout and in the billing portal.
• Refunds. Except where required by law, Fees are non-refundable.
• Price changes. We may change Fees with reasonable prior notice (typically at least 30 days). Changes take effect at the start of the next billing period.

If a free trial is offered, the Service is provided during the trial period “as is” and without warranty. At the end of the trial, the account will either convert to a paid Plan (if a payment method has been provided) or be limited or suspended. We may modify or terminate free trials at any time.

You agree not to, and not to permit any Authorized User or third party to:

• Use the Service in violation of any applicable law or regulation;
• Upload or transmit unlawful, infringing, defamatory, or harmful content;
• Upload malware, viruses, or any code that could disrupt the Service;
• Attempt to gain unauthorized access to the Service, other tenants, or any related systems or networks;
• Probe, scan, or test the vulnerability of the Service without our prior written consent;
• Reverse engineer, decompile, or disassemble any part of the Service, except as expressly permitted by law;
• Resell, sublicense, or provide the Service to third parties outside the scope of your Plan;
• Use the Service to send unsolicited communications in violation of applicable law;
• Circumvent or interfere with usage limits, access controls, or security features;
• Scrape or harvest data from the Service in a manner that imposes unreasonable load or violates these Terms.

Violations may result in suspension or termination of the Service, without prejudice to any other remedies available to us.

• Ownership. As between the parties, the Customer owns all Customer Data.
• License to us. The Customer grants ElbiFlow a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide and improve the Service, as permitted by these Terms and the Privacy Policy.
• Customer responsibilities. The Customer is responsible for (a) the accuracy, quality, and legality of Customer Data, (b) obtaining all necessary rights and consents to submit Customer Data to the Service, and (c) complying with applicable data protection laws as the controller of personal data contained in Customer Data.
• Data processing.Where ElbiFlow processes personal data on the Customer’s behalf, such processing is governed by our Privacy Policy and, where applicable, a Data Processing Addendum (DPA).
• Export and deletion. The Customer may export Customer Data at any time using the features provided in the Service. Upon termination, see Section 15 for retention and deletion.

The Service, including all software, interfaces, content (other than Customer Data), trademarks, and Documentation, is owned by ElbiFlow or its licensors and is protected by intellectual property laws. Subject to these Terms and payment of applicable Fees, ElbiFlow grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term, solely for its internal business purposes.

No rights are granted to the Customer other than those expressly set forth in these Terms. Feedback, suggestions, and ideas you submit are non-confidential and may be used by us without restriction.

Each party may have access to information of the other party that is confidential. Each party will (a) use the other party’s confidential information only to perform its obligations under these Terms, and (b) protect it with at least the same degree of care it uses to protect its own confidential information of a similar nature (and in no event less than a reasonable standard of care). These obligations do not apply to information that is publicly available, independently developed, or lawfully obtained from a third party without confidentiality restrictions.

The Service may integrate with or rely on third-party services (for example, Stripe for billing, email delivery providers, cloud storage, and mapping services). We are not responsible for third-party services, and their use is governed by their own terms and privacy policies. Customer agrees that ElbiFlow is not liable for any loss or damage arising from third-party services.

We strive to provide a reliable Service but do not guarantee uninterrupted availability. The Service may be temporarily unavailable due to scheduled maintenance, updates, or events outside of our reasonable control. Support is provided through in-product channels and email, in accordance with the Customer’s Plan and the Documentation.

Each party represents that it has the authority to enter into these Terms. Except as expressly stated, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Some jurisdictions do not allow the exclusion of certain warranties; in that case, the above exclusions may not apply to you.

To the maximum extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility of such damages.
• Each party’s total aggregate liability arising out of or related to these Terms will not exceed the Fees paid by the Customer to ElbiFlow for the Service in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot be limited under applicable law (such as willful misconduct, gross negligence, or breach of confidentiality obligations where non-excludable).

The Customer will defend, indemnify, and hold harmless ElbiFlow and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data, (b) the Customer’s use of the Service in violation of these Terms or applicable law, or (c) the Customer’s breach of its representations or obligations under these Terms.

• Term. These Terms take effect when you first accept them and continue until your subscription is terminated.
• Termination by Customer. You may cancel your subscription at any time through the billing portal. Cancellation takes effect at the end of the current billing period.
• Termination by ElbiFlow. We may suspend or terminate your access if (a) you materially breach these Terms and fail to cure within a reasonable period after notice, (b) payment is overdue, (c) continued provision poses a legal, security, or abuse risk, or (d) we discontinue the Service (with reasonable prior notice).
• Effect of termination. Upon termination, your right to use the Service ends. We will make Customer Data available for export for a limited period (typically 30 days), after which Customer Data may be deleted from active systems, with backups rolled over on a scheduled basis. Accrued Fees are not refundable, and any unpaid Fees remain due.
• Survival. Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and governing law) will survive.

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top. For material changes, we will provide reasonable prior notice (e.g., in-app banner or email). Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service before the effective date.

These Terms are governed by the laws of the State of Texas and the applicable federal laws of the United States, without regard to conflict-of-laws principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for any disputes arising out of or in connection with these Terms, subject to any mandatory consumer protection rules that apply to individual users.

• Entire agreement. These Terms, together with the Privacy Policy and any order form or DPA, constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
• No waiver. Failure to enforce any provision is not a waiver of that provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control.
• Notices. Notices to you may be sent via email, in-product notification, or posted on the Service. Notices to us must be sent to the email address in Section 19.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, or joint venture.

Questions about these Terms? Contact us at:

• Provider: ElbiNet LLC
• Legal: [email protected]
• Support: [email protected]
• Address: 17350 State Hwy 249, Ste 220 #28467, Houston, TX 77064, USA