updated january 2026

Flow Software's License Agreement, Terms and Conditions

By installing the software from Flow Software Inc. (“Software”), you indicate that you have read this End User License Agreement (“EULA”) and unconditionally accept its terms and conditions.  This is a legal agreement between you, the person, end user, company, or other legal entity that is downloading, installing, or using the Software, (“You” or “Your”) and Flow Software, Inc. (“Licensor”).

1. Software License, Services, and Ownership

You acknowledge and agree that the Software and any current information regarding the Software that is provided or made available to You by Licensor either in electronic or print form (“Documentation”) is the property of Licensor, and is protected by International Copyright laws and International treaty provisions.  No ownership rights are granted by this Agreement or possession of the Software and Documentation and ownership of the Software and Documentation remains with Licensor.  You are not obtaining ownership of the Software and Documentation or any intellectual property rights related to the Software and Documentation by licensing the Software. Licensor retains all right, title, and interest in and to the Software, including any enhancements, updates, modifications, improvements and derivatives thereof, and all intellectual property rights therein. Licensor may make changes to the Software and Documentation from time-to-time. Licensor will use commercially reasonable efforts to provide notice of any material changes to the Software via their website(s) or other means of printed or electronic communication.

The Software and Documentation are licensed, not sold, and are subject to Your compliance with all terms and conditions of this EULA, including, but not limited to, Your timely payment of all applicable license fees and Your compliance with the license process, Licensor grants you a worldwide, personal, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the Software and Documentation solely for Your internal business purposes pursuant to the terms of this EULA. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording). Licensor reserves all other rights in and to the Software and Documentation not granted to You in writing herein.

The Software you acquired may be specifically marked or otherwise identified as intended for a specific purpose or limited use. When this is the case, you may only use the Software for the purpose specified. You may not use the versions of the Software marked (i) Demo, Software intended only for evaluation or trial periods of 90 days or less, or (ii) Education, Software intended for teaching and training purposes within higher education institutions, or (iii) Home, Software intended for personal use by an individual, for any commercial purposes.

Once you activate the Software using the alphanumeric code that enables you to activate the Software (“License Key”) provided by Licensor, You have a registered instance, a single copy of the Software running on a physical or virtual machine, (“Instance”) of the Software. You are licensed to activate only the number of Instances of the Software corresponding to the number of License that You receive from the Licensor. All License Keys will be regenerated by Licensor upon renewal of an expired maintenance and support contract and will require You to reactive the Software.

This EULA does not give you any right to any support services or consultation services that Licensor my offer from time to time. Support and consultation services require separate contracts and payment between you and licensor.

Assignment and Change of Control
Licensor may assign or transfer this EULA, in whole or in part, without consent, including by operation of law, merger, acquisition, corporate reorganization, sale of equity, or sale of all or substantially all of its assets. This EULA shall be binding upon and inure to the benefit of Licensor’s successors and permitted assigns.

Licensor reserves the right, and any successor Licensor shall likewise reserve the right, to modify licensing models, pricing, maintenance terms, activation mechanisms, and commercial terms applicable to the Software, provided that such changes do not retroactively revoke a valid perpetual license without cause.

2. Perpetual and Subscription Licensing Options

This Section details the terms for both Subscription and Perpetual Licensing options available for the Software, supplementing the terms of the EULA.

2.1 Subscription Licensing
License Grant: Licensor grants You a time-bound, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the Software and Documentation for Your internal business purposes, for a term of twelve (12) months ("Subscription Term").
Fee and Payment: The subscription fee is payable monthly or annually. Monthly payments require a credit card and incur an automatic charge each month for the full Subscription Term. Annual renewals will be subject to an increase of 4.25% on the initial fee.
Renewal: Your subscription will automatically renew at the end of each Subscription Term unless You notify Licensor of Your intent not to renew 30 days prior to the term's expiration.
Maintenance Included: Standard Maintenance is included with all subscription licenses, providing support services without additional cost. Premium Maintenance is available at an additional cost.

‍2.2 Perpetual Licensing
License Grant: Licensor grants You a perpetual, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the Software and Documentation for Your internal business purposes.
Maintenance Options: Annual maintenance contracts are optional for perpetual licenses but required for version upgrades, bug fixes, and technical support.
Renewal of Maintenance: You may choose to purchase Standard or Premium Maintenance annually. Maintenance fees for both Standard and Premium tiers shall automatically increase each year on the anniversary of the maintenance start date at a fixed inflationary rate of 4.25%, unless otherwise agreed in writing. Lack of a maintenance contract may affect the functionality of the Software and excludes maintenance benefits.

‍2.3 General Terms for All Licenses
Data Ownership and Export: You retain ownership of all data and configurations created or stored by You. Upon termination, You may export such data following the procedures outlined in the Software Documentation.
License Expiration: Non-renewal of a subscription will render the Software inoperable. With a perpetual license, the Software remains operational regardless of maintenance contract renewal.
Governing Law: This Contract is governed by the laws of the State of Texas, without regard to its conflict of laws principles, and is supplementary to the EULA.

‍2.4 Acceptance of Licensing Terms
By selecting a license type, making a payment, and using the Software, You acknowledge that You have read and understand the licensing terms outlined in this Section 3, and agree to be bound by them as part of this EULA. Your use and payment constitute acceptance of the respective license and any associated terms.

3. Your Responsibilities and Restrictions

Your rights and obligations in the Software’s use are described as follows:
- You may use this Software on a supported platform as listed on www.flow-software.com.
- You are responsible for the collective of Your employees, agents, users, and other authorized end users and contractors (“Users”) with respect to the Software, the Documentation and this EULA. Without limiting the generality of the foregoing, any breach of this EULA by Your Users, or any actions or omissions of Your Users pertaining the Software, the Documentation, or this EULA, will be deemed to be Your breach, action or omission, as applicable.
- You may not modify or attempt to reverse engineer the Software, or make any attempt to change or even examine the source code of the Software.
- You may not work around or bypass any technical restrictions or limitations within the Software.
- You may give or distribute copies of the Software or written materials associated with the Software to others, but you may not attempt to give or distribute the accompanying license key to others.
- You may not sub-license, sell, or lease the Software to any person or business without Licensor’s written consent.
- You acknowledge and consent that hosted commercial systems for the benefit of a third party are prohibited and You will not permit any third party to benefit from the use and functionality of the Software via a rental or lease agreement without Licensor’s written consent.
- You may not publish or publicly distribute any License Keys, serial numbers, passwords, or other end user specific registration information that would allow a third party to activate the Software without a valid license from Licensor.
- You agree that Licensor may audit Your use of the Software for compliance with the terms and conditions of this EULA, upon reasonable notice. You agree to cooperate fully with Licensor and its authorized agents in any such audit to assist in accurately determining Your compliance with the terms and conditions of this EULA. If such audit reveals any use of the Software by You other than in full compliance with the terms of this EULA, You will take all necessary action to bring Your usage into compliance and will pay Licensor for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
- You may not remove, minimize, block, or modify any logos, trademarks, copyright notices or other notices Licensor includes in the Software or Documentation.
- You are responsible for the security of your systems and data, including Software on Your systems. You are responsible for excluding code, files, scripts, agents, or programs intended to do harm including, but not limited to, malware, Trojan horses, viruses, or spyware.

4. Export Laws and Compliance

Licensor’s obligations under this EULA are conditioned upon Your compliance with, and You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including those of the United States (“Export Laws”).

You agree to take all reasonable action to ensure the Software is not made available to a sanctioned person, meaning, any person (i) included on an export control or sanctions list of designated or blocked persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Afghanistan, Myanmar, Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such persons (“Sanctioned Person”) or a sanctioned country, meaning, a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions, currently Belarus, Cuba, Iran, North Korea, Russia, Syria, and certain regions of Ukraine (“Sanctioned Country”).

You represent that any Software or Documentation provided hereunder and any derivatives thereof will not be (i) downloaded or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or unless expressly authorized by Licensor in writing, or (iv) used for non-civilian purposes (e.g. armaments, nuclear activities, weapons, rockets, long-range unmanned aerial vehicles any other usage in the field of defense and military).

Without limiting the foregoing, You represent and warrant that (a) You are not a Sanctioned Person, and (b) You will not download or otherwise access, or facilitate a third party’s download or access of, any Software or Documentation from a Sanctioned Country. You will, at least once per year, review and update Your list of Users who have access to the Software and Documentation and confirm that no such User is a Sanctioned Person and that all such Users may continue to access the Software and Documentation in compliance with Export Laws.

Licensor may conduct the necessary Export Laws checks and, upon request, You will promptly provide Licensor with any necessary information.

In the event that You fail to comply with any provision of this section or violate any Export Laws in connection with the Software or Documentation, Licensor will have the right to act in accordance with the terms of this EULA and as required by U.S. law or the applicable law. Further, You will defend, indemnify and hold harmless Licensor, its affiliates and their respective officers, members, directors, employees, agents, successors, licensors and assigns against any losses, claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Your noncompliance with this section, including Your violation or alleged violation of any Export Laws; provided, that Licensor reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims (and without limiting Your indemnification obligations with respect to such claims), and You agree to reasonably cooperate as requested by Licensor in the defense of any claims.

5. Data

You agree to diagnostic, telemetry, and usage information regarding the use of the Software being transmitted to Licensor via your Internet access point at your cost.

You acknowledge and agree that Licensor may: (i) collect and process technical and related information about Your installation and use of the Software, including, without limitation, software registration, license usage, error reporting, modules installed, Software version, country, language, time zone, operating system version, CPU architecture, memory size, feature utilization, performance metrics, usage statistics (including, for example, the number of events, measures, tags, instances, dashboards, connections, users, and similar configuration metrics), and other technical information relating to the operation and use of the Software; (ii) create aggregated and de-identified information relating to Software installations, performance, and usage for product analytics, benchmarking, reporting, testing, and product improvement; and (iii) for Software editions provided at no cost, collect additional metadata relating to the Software's configured data models, information models, object definitions, relationships, and other application configuration information for the purpose of improving the Software and developing new features.

Licensor does not collect, transmit, or process Your operational or business data, including machine data, historian data, process values, production data, or other customer-generated content stored or managed by the Software, except where You expressly provide such information to Licensor for support, troubleshooting, or other requested services.

You authorize Licensor to use the information described above to support and troubleshoot the Software, analyze product usage, improve product performance and usability, develop new features, identify trends, perform benchmarking, verify license compliance, and otherwise maintain and improve the Software.

6. Limited Warranty

Licensor does not warrant that the Software or the Documentation will be error free, that it will satisfy your planned applications or that all defects in the Software and Documentation can be corrected.  If Licensor provides information or assistance regarding the use of the Software or the Documentation, or otherwise, Licensor is not assuming the role of engineering consultant.  Licensor disclaims responsibility for any errors or omissions arising in connection with engineering in which its Software or its Documentation or such information or assistance is used.

The Software may be used to access and transfer information over the internet or be used in connection with hardware and other products that are connected to the internet. You acknowledge and agree that Licensor does not operate or control the internet and that: (a) worms, viruses, Trojan horses, and other undesirable data or software and malware; or (b) unauthorized users may attempt to obtain access to and damage your data, websites, computers or networks. Licensor will not be responsible for these activities.

7. Limitation of Liability

Licensor’s entire liability shall be, at Licensor’s option, either (a) return of the price paid for the Software (or component), or (b) repair or replacement of the Software (or component) that does not meet Licensor’s limited warranty and which is returned to Licensor within the warranty period.  This shall be the sole and exclusive obligation of Licensor.  The limited warranty is void if failure of the Software (or component) has resulted from accident, abuse or misapplication.

To the maximum extent permitted by applicable law, in no event will Licensor be liable for any special, incidental, indirect, punitive, exemplary or consequential damages of any kind or nature whatsoever (including, but not limited to, damages or costs for lost profits, lost revenue, lost data, loss of goodwill, cost of cover or business interruption) arising out of or in any way related to this EULA or the use of or inability to use the Software or Documentation, regardless of the form of action, whether in contract, tort, negligence, strict liability or otherwise, even if Licensor, its affiliates, its distributors, or its resellers have been informed of the possibility of such damages or if any remedy specified in this EULA otherwise fails of its essential purpose.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation may not apply to You. The maximum aggregate liability of Licensor together with all its affiliates and licensors arising out of or related to this EULA, whether or not insured, will not exceed the greater of (i) the total license fees actually paid by You to Licensor for the Software and Documentation under this EULA during the twelve (12) months immediately preceding the claim or (ii) $14,000 USD, but in no event, more than $56,000 USD.

8. Confidentiality

Confidential Information (“Confidential Information”) means all information disclosed by a party (“Disclosing Party”) to the other party
(“Receiving Party”) under this EULA, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information of Licensor includes (i) the Software, (ii) the technology, ideas, know-how, documentation processes, algorithms and trade secrets embodied in the Software, (iii) any License Keys related to the Software, and (iv) the terms and conditions of this EULA and any Supplemental Terms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information does not include information that: (i) is known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (iii) is received by the Receiving Party from a third-party without knowledge of any breach of any obligation owed to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.

‍Use and Disclosure of Confidential Information. The Receiving Party will (i) not disclose Confidential Information of the Disclosing Party, except on a need-to-know basis to its employees, members, directors, officers, consultants and representatives (including, but not limited to, financial, tax and legal advisors) (collectively, “Representatives”), (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this EULA, and (iii) protect Confidential Information from unauthorized use or disclosure using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party (a) will ensure that all its Representatives receiving Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (b) will be liable for compliance with this section by each of its Representatives.

‍Permitted Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by a governmental agency, by operation of law, or if necessary, in any proceeding to establish rights or obligations under this EULA; provided, that the Receiving Party gives the Disclosing Party prior notice of the required disclosure (if permitted to do so under law) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

‍Publicity. Licensor may identify You as a customer (by name, logo or other mark) on its websites and in customer lists and other marketing materials.