TowFlow Terms and Conditions

Acceptance of Terms

These Terms and Conditions and End User License Agreement (the “Agreement”) constitute a legally binding agreement between you and Nour Laaroubi, doing business as TowFlow, 46 Rio Grande Dr, Fairport, New York 14514 (“TowFlow,” “we,” “us” or “our”), governing your access to and use of the Services.

By creating an account, accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, you may not access or use the Services.

If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

Definitions

• “Services” means the TowFlow website, web applications, driver mobile application, application programming interfaces, integrations and related services.
• “Customer” means a towing, recovery or roadside service company that registers for the Services.
• “User” means any person who accesses the Services, including Customers, their personnel and drivers, business partners and motorists.
• “Customer Data” means all data and content submitted to the Services by or on behalf of a Customer.
• “Third-Party Services” means products and services not provided by TowFlow, including Intuit QuickBooks, Square and Twilio.

Eligibility and Accounts

You must be at least 18 years of age and legally capable of entering into a binding contract to use the Services.

You agree to provide accurate, current and complete account information and to update it as necessary.

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Credentials may not be shared. You must notify us immediately at info@towflow.net of any unauthorized use of your account.

A motorist who submits a service request or views a tracking link without an account is bound by the sections of this Agreement titled Restrictions and Acceptable Use; Towing Services; No Agency; Disclaimer of Warranties; Limitation of Liability; Governing Law and Dispute Resolution; and General Provisions.

License Grant

Subject to your compliance with this Agreement, TowFlow grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Services, and to install the TowFlow mobile application on devices you own or control, solely for your internal business purposes.

TowFlow may issue updates to the Services and may update the mobile application automatically. This Agreement applies to all updates. All rights not expressly granted are reserved by TowFlow.

Restrictions and Acceptable Use

You shall not, and shall not permit any third party to:

• sell, resell, sublicense, lease or otherwise make the Services available to any third party, except your authorized personnel, drivers and business partners through the functionality of the Services;
• copy, modify, reverse engineer, decompile or disassemble the Services, or attempt to derive their source code;
• access the Services to build a competing product or service;
• use any robot, scraper or other automated means to access the Services, except through documented application programming interfaces;
• interfere with or disrupt the integrity, security or performance of the Services, or attempt to gain unauthorized access to any account or data;
• upload or transmit any virus, malware or content that is unlawful, infringing, defamatory, harassing or obscene;
• send unsolicited communications or text messages to any person who has not consented to receive them;
• use location data to monitor any person without lawful authority and appropriate notice; or
• use the Services in violation of any applicable law or regulation, including towing, consumer protection, privacy and payment laws.

Towing Services; No Agency

TowFlow provides software only. TowFlow does not provide towing, recovery, roadside, storage or transportation services and is not a party to any transaction between Users.

Customers, drivers and business partners are independent parties and are not employees, agents or contractors of TowFlow. TowFlow does not endorse any User and makes no representation regarding the quality, safety or legality of any service performed by a User.

The Customer performing a service is solely responsible for that service, including its personnel, equipment, pricing and compliance with law, and for any property damage, personal injury or other loss arising from it. Estimated arrival times, routes and locations displayed by the Services are estimates only.

Any dispute regarding a service is solely between the parties to that service. TowFlow may, at its discretion, assist in resolving such a dispute but has no obligation to do so.

Customer Data

As between the parties, the Customer owns all Customer Data.

The Customer grants TowFlow a non-exclusive license to host, copy, process and display Customer Data solely to provide, secure and support the Services and as described in the Privacy Policy.

The Customer represents that it has obtained all rights and consents necessary for the Customer Data, including consent from each motorist whose mobile number receives text messages through the Services.

The Customer may export billing records at any time, at no charge, in comma-separated values (CSV) format through the Services, and may request a complete copy of its Customer Data, at no charge, by contacting info@towflow.net. TowFlow may require verification of the requester’s authority before releasing Customer Data.

TowFlow does not use Customer Data to train artificial intelligence or machine learning models. Where the Services use automated tools to recommend driver assignments or schedules, Customer Data is processed solely to generate those recommendations for the Customer.

Confidentiality

Each party shall hold the other party’s non-public business and technical information in confidence, use it only to perform under this Agreement, and protect it with at least reasonable care. These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law. These obligations continue during the term of this Agreement and for three (3) years after it ends.

Intellectual Property

The Services, including all software, designs, text, graphics, logos and trademarks, are owned by TowFlow or its licensors and are protected by intellectual property laws. Nothing in this Agreement transfers any ownership rights to you.

If you provide suggestions or feedback regarding the Services, you grant TowFlow a perpetual, irrevocable, royalty-free, worldwide license to use it without obligation to you.

Fees and Payment

Fees for paid plans are as stated at the time of order. Subscriptions renew automatically for successive billing periods of the same length, at the then-current price, until cancelled. You may cancel at any time, effective at the end of the current billing period, by emailing info@towflow.net.

Fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes on TowFlow’s income.

TowFlow charges no setup or cancellation fees. Upon cancellation, service continues until the end of the current paid billing period. Fees paid are non-refundable except as required by law or agreed in writing.

TowFlow may change its fees upon at least thirty (30) days’ notice, effective at the start of the next billing period.

TowFlow may suspend the Services, after notice, if any amount is more than fifteen (15) days past due.

Amounts collected by a Customer from its own customers through a Third-Party Service are solely between the Customer, its customer and the applicable payment provider.

Third-Party Services

The Services may interoperate with Third-Party Services. Use of a Third-Party Service is governed by its own terms and privacy policy. By connecting a Third-Party Service, you authorize TowFlow to exchange data with it on your behalf. TowFlow is not responsible for the availability, accuracy or conduct of any Third-Party Service, and you may disconnect any Third-Party Service at any time.

Electronic Communications

You consent to receive communications from TowFlow electronically, including by email and through the Services, and agree that all notices, agreements and disclosures provided electronically satisfy any legal requirement that they be in writing.

Text messages sent through the Services are governed by the SMS Terms.

Mobile Applications

If you obtain the TowFlow mobile application from the Apple App Store or Google Play, this Agreement is between you and TowFlow only, and not with Apple Inc. or Google LLC. Neither Apple nor Google is responsible for the application, its maintenance or support, or any claim relating to it.

You must comply with the applicable app store terms of service.

You represent that you are not located in a country subject to a U.S. Government embargo and are not listed on any U.S. Government list of prohibited or restricted parties.

Security

TowFlow maintains reasonable administrative, technical and physical safeguards designed to protect the Services and Customer Data. You are responsible for securing your devices and credentials and for promptly removing access for personnel who no longer require it.

Service Availability and Modifications

TowFlow will use commercially reasonable efforts to make the Services available, excluding planned maintenance, emergency maintenance and events beyond its reasonable control. TowFlow may modify, add or discontinue features of the Services at any time. You are responsible for maintaining your own copies of records you require.

Copyright Infringement

If you believe material available through the Services infringes your copyright, send a written notice to info@towflow.net identifying the copyrighted work, the location of the allegedly infringing material, and your contact information, together with a statement that you have a good-faith belief the use is not authorized and a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act on the owner’s behalf. TowFlow will remove infringing material and may terminate the accounts of repeat infringers.

Representations and Warranties

You represent and warrant that you hold all licenses, permits and insurance required for any towing or roadside services you perform, that the information you provide is accurate, and that your use of the Services complies with this Agreement and all applicable laws.

Disclaimer of Warranties

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, TowFlow disclaims all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. TowFlow does not warrant that the Services will be uninterrupted or error-free, or that locations, arrival times, recommended assignments, invoice calculations or accounting synchronizations will be accurate. You are responsible for reviewing all invoices and accounting records.

Limitation of Liability

To the maximum extent permitted by law, in no event shall TowFlow be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill or data, arising out of or relating to this Agreement or the Services. TowFlow’s total cumulative liability shall not exceed the greater of (a) the amounts you paid to TowFlow in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100). These limitations do not apply to liability arising from TowFlow’s gross negligence, fraud or willful misconduct, or to any liability that cannot be limited under applicable law.

Indemnification

You shall defend, indemnify and hold harmless TowFlow from and against all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) any towing, recovery or roadside service you perform, (b) Customer Data, or (c) your breach of this Agreement or violation of law, except to the extent the claim results from TowFlow’s own negligence or willful misconduct.

Term and Termination

This Agreement remains in effect while you use the Services. You may terminate it at any time by closing your account.

TowFlow may suspend or terminate your access to the Services if you breach this Agreement, fail to pay amounts due, or create risk or legal exposure for TowFlow or other Users. Where practicable, TowFlow will provide prior notice.

Upon termination, you may request an export of Customer Data within thirty (30) days. The sections titled Towing Services; No Agency; Customer Data; Confidentiality; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law and Dispute Resolution; and General Provisions survive termination.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles.

Before filing any claim, the parties shall attempt in good faith to resolve the dispute informally for a period of thirty (30) days following written notice to the other party, which for TowFlow shall be sent to info@towflow.net.

Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Monroe County, New York, and each party consents to the personal jurisdiction of those courts.

General Provisions

Amendments. TowFlow may amend this Agreement from time to time and will update the date at the end of this Agreement and provide notice of material changes. Continued use of the Services after the effective date of an amendment constitutes acceptance.

Force Majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including failures of third-party hosting or telecommunications providers, natural disasters and acts of government.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Assignment. You may not assign this Agreement without TowFlow’s prior written consent. TowFlow may assign this Agreement in connection with a merger, acquisition or sale of its business.

Entire Agreement. This Agreement, together with the Privacy Policy and the SMS Terms, constitutes the entire agreement between the parties regarding the Services.

Severability; Waiver. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision is not a waiver of it.

Contact Information

Questions regarding this Agreement may be directed to:

TowFlow
46 Rio Grande Dr
Fairport, NY 14514
Email: info@towflow.net
Telephone: (440) 941-7061