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Legal
These Terms of Service ("Terms") constitute a binding agreement between you and Subflare OÜ ("Subflare," "we," "our," or "us"), an Estonian company, governing your access to and use of the products and services provided through our website, web application, APIs, integrations, tracking scripts, and related software tools (collectively, the "Service").
By creating an account, subscribing to a plan, executing an order form, or accessing the Service, you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to both you individually and the entity you represent.
If you do not accept these Terms, you must not access or use the Service.
"Authorized Users" means individuals you authorize to access and use the Service under your account, subject to the limits of your subscription plan.
"Customer Data" means all data, information, and content submitted to, collected through, or generated by your use of the Service, including visitor behavioral data, analytics outputs, and integration data.
"Documentation" means the user guides, API references, knowledge base articles, and other technical materials Subflare provides regarding the Service.
"Order Form" means any ordering document, subscription confirmation, or statement of work executed by the parties that references these Terms.
"Service" means the Subflare platform, including all software, APIs, integrations, tracking scripts, dashboards, and related tools provided by Subflare.
"Subscription Term" means the period during which you are authorized to use the Service, as specified in your Order Form or subscription plan.
Subflare provides an AI-powered behavioral intelligence platform that enables businesses to analyze website engagement, predict visitor intent, and optimize revenue outcomes. The Service may include:
Subflare reserves the right to modify, enhance, update, or discontinue any feature or functionality of the Service at any time. Where a change materially and adversely affects your use of the Service, we will use commercially reasonable efforts to provide advance notice. We do not guarantee that any specific feature will remain available indefinitely.
We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated in advance where practicable. Target uptime and service level commitments, if any, are specified in the applicable Order Form or service level agreement (SLA).
To access the Service, you must create an account and provide accurate, complete, and current registration information. You agree to:
Subflare reserves the right to suspend, restrict, or terminate your account if it reasonably determines that:
You retain all rights, title, and interest in and to your Customer Data. Subflare acquires no ownership rights in Customer Data through these Terms or the provision of the Service. Subflare does not sell, rent, or trade Customer Data to third parties.
You grant Subflare a limited, non-exclusive, worldwide license to access, process, use, and display Customer Data solely to the extent necessary to:
Where Subflare processes personal data on your behalf, Subflare acts as your processor and you act as controller. That processing is governed by Subflare's Data Processing Agreement ("DPA"), which forms part of these Terms. Subflare provides the DPA to every customer and it can also be requested at privacy@subflare.ai. All processing of Customer Data is carried out in accordance with:
You are responsible for ensuring that your use of the Service complies with all applicable privacy and data protection laws. In particular, you shall:
Subflare does not provide legal advice and makes no representations or warranties regarding your regulatory compliance obligations.
Subflare implements and maintains appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include, without limitation:
The full list of technical and organizational measures is set out in Annex 2 of the DPA.
During the Subscription Term, raw behavioral events are retained for twelve (12) months from collection and then deleted automatically. Leads, form submissions, and AI Outputs are retained until you delete them or the Subscription Term ends.
Upon termination or expiration of these Terms, Subflare will keep Customer Data available for export for thirty (30) days. Subflare will then delete leads, form submissions, and AI Outputs. Raw behavioral events are deleted at the end of their twelve-month retention period at the latest. Deleted data may remain in backups for up to thirty-five (35) days. These periods do not apply where retention is required by applicable law. Further detail is set out in the DPA.
The Service incorporates artificial intelligence and machine learning ("AI/ML") capabilities to generate behavioral scores, intent predictions, revenue forecasts, and other analytical outputs ("AI Outputs"). AI Outputs are generated algorithmically based on available data and statistical models. Some AI Outputs are generated using third-party AI model providers, which act as Subflare's sub-processors and are listed at subflare.ai/legal/sub-processors.
AI Outputs are probabilistic in nature and are provided for informational and decision-support purposes only. Subflare does not guarantee the accuracy, completeness, reliability, or suitability of any AI Output for any particular purpose. You acknowledge and agree that:
Subflare may use anonymized and aggregated Customer Data to train, validate, and improve its AI/ML models. Such data will be de-identified in accordance with applicable law so that it cannot reasonably be used to identify you or any individual. You may opt out of model training by contacting privacy@subflare.ai, subject to the terms of your applicable Order Form. This use is also described in Subflare's Privacy Policy.
Subject to these Terms and the timely payment of all applicable fees, Subflare grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service during the Subscription Term, solely for your internal business purposes and in accordance with the Documentation and any applicable usage limits.
Except as expressly permitted under these Terms, you shall not, and shall not permit any third party to:
You agree to pay all fees specified in your subscription plan or Order Form ("Fees"). All Fees are quoted in euros (€) unless otherwise specified and are payable in advance for each billing period.
Invoices are due and payable within fourteen (14) calendar days of the invoice date, unless otherwise specified in the applicable Order Form. Subflare reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less), calculated from the due date until the date of payment.
All Fees are exclusive of applicable taxes, levies, and duties, including value-added tax (VAT). You are responsible for the payment of all such taxes, except for taxes based on Subflare's net income. Where Subflare is required to collect or remit taxes, such amounts will be invoiced in addition to the Fees.
Subflare may adjust pricing for the Service upon thirty (30) days' prior written notice. Price changes take effect at the start of your next billing period following the notice period. Founding customer pricing, where applicable, remains valid in accordance with the terms specified in the relevant Order Form.
Fees are generally non-refundable. Refunds or credits may be issued at Subflare's sole discretion or as expressly provided in the applicable Order Form.
Subflare may suspend or restrict access to the Service for non-payment after providing at least seven (7) days' written notice and a reasonable opportunity to cure. Suspension does not relieve you of your obligation to pay outstanding Fees.
All intellectual property rights in and to the Service, including but not limited to software, AI/ML models and algorithms, dashboards, analytics frameworks, APIs, Documentation, branding, trade secrets, and all improvements, enhancements, and derivative works thereof, are and shall remain the exclusive property of Subflare OÜ. No rights are granted to you except as expressly set out in these Terms.
If you provide Subflare with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant Subflare a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Service or any other product without restriction, attribution, or compensation.
Subject to your prior written consent, Subflare may use your name, logo, and trademarks solely to identify you as a customer in marketing materials, case studies, and on its website. You may revoke this consent at any time by written notice to marketing@subflare.ai.
"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with these Terms, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
The Recipient agrees to:
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to the Recipient before disclosure; (c) is independently developed by the Recipient without reference to the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction.
Confidentiality obligations under this Section survive termination or expiration of these Terms for three (3) years, or for as long as the information remains a trade secret under applicable law, whichever is longer.
These Terms become effective when you first access or use the Service and remain in effect for the duration of your Subscription Term. Subscription Terms automatically renew for successive periods of equal duration unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
Either party may terminate these Terms:
You may terminate your subscription at any time by written notice to support@subflare.ai. Termination for convenience takes effect at the end of the then-current billing period. No refunds will be issued for the remaining portion of a prepaid Subscription Term unless otherwise specified in the applicable Order Form.
Upon termination or expiration of these Terms:
Sections relating to Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive, shall survive termination or expiration of these Terms.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation, enforceable against it in accordance with their terms; and (c) it will comply with all applicable laws in connection with the performance of its obligations under these Terms.
Subflare warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (b) Subflare will provide the Service using commercially reasonable skill and care. Your sole and exclusive remedy for a breach of this warranty is, at Subflare's option: (i) correction of the non-conforming Service; or (ii) termination of the affected subscription and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.
EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBFLARE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
SUBFLARE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY AI OUTPUT WILL BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBFLARE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO SUBFLARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Nothing in these Terms excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) gross negligence or willful misconduct; (d) your payment obligations under these Terms; or (e) any liability that cannot lawfully be limited or excluded under applicable law.
You agree to indemnify, defend, and hold harmless Subflare OÜ, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Subflare shall indemnify, defend, and hold you harmless from and against any third-party claim that the Service, as provided by Subflare and used in accordance with these Terms, infringes any third-party intellectual property right, provided that you: (a) promptly notify Subflare in writing of the claim; (b) give Subflare sole control of the defense and settlement; and (c) provide reasonable cooperation at Subflare's expense. If the Service is found or believed to infringe, Subflare may, at its sole option: (i) obtain the right for you to continue using the Service; (ii) modify the Service so that it is non-infringing; or (iii) terminate the affected subscription and refund prepaid Fees for the unused Subscription Term.
The Service may interoperate or integrate with third-party applications, platforms, and services. The current, continuously updated list of these providers is maintained at subflare.ai/legal/sub-processors rather than named individually here, so that this section stays accurate as our vendor stack evolves.
Your use of any third-party service is governed exclusively by that third party's terms of service and privacy policy. Subflare is not responsible for the availability, accuracy, security, or performance of any third-party service, nor for any data loss, corruption, or breach arising from the interaction between the Service and third-party services. Any third-party integration is provided "as is" and "as available" without warranty of any kind.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, governmental actions, labor disputes, power outages, internet or telecommunications failures, or third-party service disruptions. The affected party shall use commercially reasonable efforts to mitigate the impact of any force majeure event and shall promptly notify the other party of the event and its expected duration.
These Terms are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved as follows:
Good-faith negotiation. The parties shall first attempt to resolve the dispute through good-faith negotiation, starting by contacting legal@subflare.ai. Each party shall designate a representative with authority to negotiate and settle the dispute.
Mediation. If the dispute is not resolved within thirty (30) days of the initial written notice, either party may submit it to mediation by a mutually agreed mediator in Tallinn, Estonia.
Litigation. If mediation is unsuccessful or not pursued, the dispute shall be submitted to the exclusive jurisdiction of the courts of Harju County (Tallinn, Estonia).
These Terms, together with the Privacy Policy, the DPA, and any applicable Order Forms, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral.
Subflare may update or modify these Terms to reflect legal, regulatory, operational, or product changes. Material updates will be communicated at least fifteen (15) days in advance by email or in-app notification. Your continued use of the Service after an amendment takes effect constitutes acceptance of the updated Terms. If you do not agree to the amended Terms, your sole remedy is to terminate your subscription in accordance with Section 11.3.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions continue in full force and effect.
Failure by either party to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.
You may not assign or transfer these Terms, or any rights or obligations under them, without Subflare's prior written consent. Subflare may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent. Any attempted assignment in violation of this Section is void.
These Terms do not confer any rights, benefits, or remedies on any third party unless expressly stated otherwise.
All notices under these Terms shall be in writing and delivered by email: (a) to Subflare, at legal@subflare.ai; (b) to you, at the email address associated with your account. Notices are deemed received upon confirmed delivery.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between them.
You shall comply with all applicable export control and sanctions laws and regulations in connection with your use of the Service. You represent and warrant that you are not located in, or a resident or national of, any country subject to comprehensive sanctions, and that you are not listed on any applicable restricted party list.
Subflare OÜ
Sepapaja 6, Lasnamäe 15551, Tallinn, Harju County, Estonia
Legal: legal@subflare.ai
Privacy: privacy@subflare.ai
Security reports: security@subflare.ai
Support: support@subflare.ai
These Terms work alongside Subflare's Privacy Policy, Cookie Policy, sub-processors list and Data Processing Agreement.
