Terms of Service

1. Introduction; Acceptance; The Parties

1.1 These Terms of Service / Master Subscriber Agreement ("Terms") form a binding contract between Better Flow Ai, LLC, a New York limited liability company with its registered address at 36 Sunset Trail, Fairport, New York 14450 ("Better Flow Ai, LLC," "we," "us," or "our"), and the business that subscribes to the Services ("Customer," "you," or "your").

1.2 OverFlow (the "Service" or "OverFlow") is our AI voice-agent product that answers a home-services business's missed or after-hours inbound telephone calls, records and transcribes those calls, captures lead information, and delivers that information to the Customer. The Service and all related software, websites, dashboards, integrations, and support are collectively the "Services."

1.3 A person who telephones the Customer and reaches OverFlow is referred to as a "Caller." A Caller is a third party (typically a homeowner) and is not a party to these Terms.

1.4 You accept these Terms by checking the acceptance box at signup or checkout (clickwrap), by clicking "I Agree" (or similar), or by accessing or using the Services. If you do not agree, do not use the Services.

1.5 Authority. The individual accepting these Terms represents that they are authorized to bind the Customer. See Section 3.

2. The Services and Missed-Call Scope

2.1 What OverFlow does. The Customer forwards the unanswered calls from its existing business telephone line to a dedicated OverFlow telephone number. When a call reaches OverFlow, an AI voice agent answers and:

(a) speaks a locked opening turn that discloses the call is being recorded and that the caller is speaking with an automated/AI assistant (the "Disclosure Greeting");

(b) triages the call — for example, whether there is an emergency, the nature of the problem, the property address and ZIP code, and a callback number;

(c) may provide general, non-binding safety and waiting tips (for example, placing a bucket under a leak, "tarp only if it is safe — never climb the roof," shutting off water or gas, photographing damage for insurance, and "if you are in danger, hang up and call 911");

(d) records and transcribes the call; and

(e) delivers the captured lead to the Customer via the channels in Section 2.3.

2.2 What OverFlow does not do. The AI agent never quotes prices, never promises or predicts insurance or repair outcomes, and never claims to be a human. OverFlow does not dispatch crews, does not guarantee any response time, and is not an emergency, alarm, monitoring, medical, or 911 service. See Section 9.

2.3 Lead delivery channels. Depending on Customer configuration, OverFlow delivers leads by:

(a) SMS (via Twilio, A2P 10DLC): a lead alert text to the Customer's designated staff number(s), and a confirmation text to the Caller only if the Caller gave verbal consent during the call. Outbound texts include opt-out language ("Reply STOP to opt out");

(b) Email (via Resend): a real-time alert and a daily digest to the Customer;

(c) Mobile push notification (via Expo's push service and the Apple/Google platform push services): if Customer staff install the OverFlow companion app, sign in, and enable notifications, alerts are delivered to those devices. Push is used for (i) new lead alerts, containing the Caller's name, callback number, and a short problem summary; (ii) new voicemail alerts, containing the caller's name or number and a short summary of the message; (iii) inbound referral alerts, where another OverFlow business has referred a Caller to you (these contain that Caller's name and a short problem summary); and (iv) Emergency Assist Network notices, which name the emergency and contain no Caller identity. Push notifications may be visible on a locked device screen.

(d) Emergency Assist Network. Participation is optional and off by default. If you opt in (Settings), then while a declared emergency is active in your area: (i) we may text and push-notify your staff that the network is active; (ii) your agent may, with the Caller's spoken consent, pass a Caller's details to one nearby opted-in business in your trade, and that business's agent may do the same toward you; and (iii) other opted-in OverFlow businesses in your trade nearby may view, on their dashboard map, the approximate (ZIP-code-level) location, problem type, urgency and hour of your overflow calls, and you may view theirs. No Caller name, phone number, address, recording or transcript is shared through the map. Opting in is your instruction to us to share this Customer Data with those businesses; you may opt out at any time and sharing stops for future calls.

2.4 Scope and target market. OverFlow launches for roofing businesses in the southern United States and is also offered to plumbing, HVAC, and electrical home-services businesses. We intend to expand to additional states and industries over time. The Services are provided for use by businesses only and are not intended for consumers.

2.5 Beta / evolving features. Features may be added, changed, or removed. Features labeled beta, pilot, or "founding pilot" are provided as-is and may be unstable.

3. Eligibility, Accounts, and Authority to Bind

3.1 Eligibility. You must be a business entity (or a sole proprietor operating a business), at least 18 years old, and able to form a binding contract. The Services are not offered to consumers for personal, family, or household use.

3.2 Authority. By accepting these Terms, the accepting individual represents and warrants that they are an owner, officer, or authorized representative of the Customer with full authority to bind the Customer to these Terms. If you lack that authority, you are personally responsible for the obligations you purport to accept.

3.3 Account security. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly at admin@overflowvoice.com of any unauthorized use.

3.4 Accurate information. You agree to provide accurate, current, and complete signup, billing, forwarding, and alert-routing information, and to keep it updated. See Section 5.

4. Fees, Free Trial, Auto-Renewal, Setup Fee, and Cancellation

AUTOMATIC-RENEWAL DISCLOSURE — PLEASE READ. OverFlow is a paid subscription that starts with a 14-day free trial and then automatically renews and bills your payment method on a recurring monthly basis until you cancel. You may cancel at any time as described in Section 4.6.

4.1 Free trial. New subscriptions begin with a 14-day free trial starting on the date you sign up (the "Trial"), unless we state otherwise in writing. No charge of any kind applies during the Trial, and there is no setup fee (Section 4.4).

4.2 Automatic conversion and recurring price. Unless you cancel before the Trial ends, your subscription automatically converts to a paid plan and we will charge your payment method the monthly price of the plan tier you selected at signup — currently Starter $99, Growth $179, or Pro $299 per month (plus applicable taxes) — and will continue to charge that amount each month on a recurring basis until you cancel. The billing cadence is monthly, charged in advance on each renewal date.

4.3 What happens, and when:

4.4 No setup fee. We do not charge a setup, onboarding, or activation fee. If we ever introduce one for new subscriptions, it will be disclosed at checkout before acceptance and will not apply retroactively to existing subscriptions.

4.5 Founding pilots. We may offer selected "founding pilot" customers free or discounted access on terms stated in a separate writing or order. Pilot pricing, if any, controls over Section 4.2 for those customers and for the stated period only.

4.6 How to cancel. You may cancel at any time, effective at the end of the then-current billing period (or, during the Trial, before the Trial ends to avoid any charge), by any of the following, which we will make available and easy to use:

(a) using the in-dashboard "Cancel Subscription" control in your account settings; or

(b) emailing admin@overflowvoice.com with your account name and a request to cancel.

We will confirm cancellation by email. Cancellation stops future renewals; it does not, by itself, generate a refund for the current period (see Section 4.8).

4.7 Renewal reminders. Before your Trial converts to paid (and where required, before renewals), we will send a reminder of the upcoming charge to your account email. You consent to receiving these notices electronically.

4.8 Refunds. Except as required by law or expressly stated here, fees are non-refundable, and partial-month charges are not prorated on cancellation. Founding-pilot and promotional credits have no cash value.

4.9 Payment processing; no card storage. Payments are processed through Stripe. Your card is tokenized; OverFlow does not store your full card number. You authorize us (and our processor) to charge your payment method for all fees, including the recurring monthly fee and any setup fee. If a charge fails, we may retry and may suspend the Services for non-payment (Section 13).

4.10 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, other than taxes on our net income.

4.11 Price changes. We may change pricing on at least thirty (30) days' notice to your account email; changes take effect on your next renewal. Continued use after the effective date constitutes acceptance; if you do not agree, cancel before the change takes effect.

5. Customer Responsibilities and Representations

You represent, warrant, and covenant, on an ongoing basis, that:

5.1 Lawful use. You will use the Services only for lawful business purposes and in compliance with all applicable laws, including telemarketing, call-recording, consumer-protection, and privacy laws.

5.2 Recording is permitted. Recording and transcribing your Callers' calls through OverFlow is permitted in every jurisdiction where you and your Callers are located, and you have all consents and made all disclosures required for such recording. You understand OverFlow plays a Disclosure Greeting on every call (Section 8), and you will not disable or alter it.

5.3 Texting is permitted. You have the legal right to have alert texts sent to the staff numbers you configure, and to have a confirmation text sent to a Caller who gives verbal consent on the call. You will not configure alert numbers you are not authorized to text, and you will honor opt-outs.

5.4 Forwarding and alert accuracy. You are solely responsible for correctly configuring call forwarding from your line to your OverFlow number and for the accuracy of the staff alert numbers and email addresses you provide. Misconfiguration can cause leads to be missed or misrouted, and we are not responsible for it. See Section 9.

5.5 Your own privacy notice. Because OverFlow captures personal data about your Callers (including voice recordings, transcripts, name, callback number, property address, and problem description) on your behalf, you maintain your own consumer-facing privacy notice that accurately discloses your collection, recording, and use of Caller data, and you have any legal basis required to provide that data to us for processing. You are the controller/business with respect to Caller data; we process it on your instructions as described in our Data Processing terms.

5.6 No scraped or purchased numbers; clean lists. You will not use the Services in connection with phone numbers or contacts that were scraped, purchased, rented, or otherwise obtained without a proper basis, and you will not configure alert or contact destinations you have no relationship with.

5.7 Configured content. Where the Services let you configure the agent's questions or tips, you are responsible for that content and warrant it is lawful, accurate, not misleading, and safe (Section 7).

5.8 No reliance for emergencies. You will not represent to your Callers, and will not rely on OverFlow, as an emergency, dispatch, alarm, or life-safety service (Section 9).

6. Acceptable Use

You agree not to, and not to permit anyone to:

6.1 Tamper with the Disclosure Greeting or recording disclosure. Disable, suppress, shorten, reorder, or alter the locked opening turn that discloses recording and AI status, or otherwise cause OverFlow to fail to disclose recording or AI status.

6.2 Configure unsafe or unlawful content. Add or modify agent tips or questions to include unsafe instructions (e.g., directing a Caller onto a roof or into a hazardous situation), unlawful, deceptive, discriminatory, harassing, or medical/legal/insurance advice the agent is not permitted to give; or content that quotes prices or promises outcomes the agent is designed not to make.

6.3 Misuse the platform. Reverse engineer, decompile, scrape, or attempt to extract source code or prompts; resell, sublicense, or provide the Services to third parties except your Callers' inbound calls; probe or breach security; introduce malware; or overload or interfere with the Services.

6.4 Use for prohibited purposes. Use the Services for unsolicited telemarketing, robocalling campaigns, harassment, or any purpose prohibited by law, carrier, or subprocessor terms.

6.5 Misrepresent OverFlow. Configure or describe the AI agent in a way that conceals that it is automated, or that holds it out as a human, a licensed professional, or an emergency service.

We may investigate suspected violations and may suspend or terminate per Section 13.

7. Customer-Configured Content; Tips and Questions

7.1 The Service provides default, safety-oriented agent tips and triage questions. To the extent you customize them, you are responsible for the customized content, and it must comply with Sections 6.1 and 6.2.

7.2 You acknowledge the agent's safety/waiting tips are general information, not professional, medical, structural, electrical, plumbing, or insurance advice, and must not be presented to Callers as such.

8. Call Recording and AI Disclosure

8.1 Every answered call is recorded and transcribed. The Disclosure Greeting at the start of every call discloses that the call is recorded and that the Caller is speaking with an automated/AI assistant.

8.2 You instruct us to record and transcribe these calls on your behalf and acknowledge that the legal adequacy of that recording (consent, notice, and retention) in your and your Callers' jurisdictions is your responsibility as set out in Section 5.2, supported by the Disclosure Greeting.

8.3 You will not interfere with, and will preserve the integrity of, the Disclosure Greeting (Section 6.1).

9. Disclaimers; No Guarantee of Call Capture; Not an Emergency Service

9.1 AS-IS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9.2 No guarantee that every call is captured. OverFlow depends on third-party carriers, your telephone provider, your forwarding configuration, and other systems we do not control. Carrier call-forwarding can fail silently, calls can be dropped, transcriptions can contain errors, and alerts can be delayed or not delivered. We do not warrant that every missed call will be answered, recorded, transcribed, or converted to a lead, or that any alert or text will be delivered. The Services are a lead-capture tool, and you should maintain your own backup means of receiving customer calls.

9.3 Not an emergency, dispatch, alarm, or life-safety service. OverFlow does not dispatch personnel, does not monitor for emergencies, and is not a substitute for 911 or any emergency, alarm, or medical service. The agent may tell a Caller in danger to hang up and call 911. You will not rely on, or hold out, OverFlow as an emergency or dispatch service, and we have no liability for any emergency response, delay, or outcome.

9.4 No professional advice. Safety/waiting tips are general information only and are not professional advice (Section 7.2).

10. Limitation of Liability

10.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST LEADS, LOST JOBS, LOST REVENUE OR PROFITS, LOST BUSINESS, OR LOST OR INACCURATE DATA, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Essential basis. The disclaimers and limitations in Sections 9 and 10 are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

10.4 Carve-outs. Some jurisdictions do not allow certain exclusions or limitations, so parts of Sections 9–10 may not apply to you. Nothing limits liability that cannot be limited by law.

11. Indemnification

11.1 By Customer. You will defend, indemnify, and hold harmless Better Flow Ai, LLC and its owners, officers, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or related to:

(a) claims by or relating to your Callers, including claims about call recording, notice/consent, texting, privacy, biometric data, or use of their information;

(b) content you configured (agent tips, questions, or messages) and any harm alleged to result from it;

(c) your forwarding/alert misconfiguration or use of numbers you were not authorized to use;

(d) your breach of these Terms, your representations in Section 5, or applicable law (including TCPA, recording, telemarketing, and privacy laws); and

(e) your failure to maintain your own privacy notice or required consents.

11.2 Procedure. We will promptly notify you of the claim, give you control of the defense (with our right to participate with our own counsel), and reasonably cooperate. You may not settle a claim in a way that imposes liability or admission on us without our prior written consent.

12. Intellectual Property; License; Customer Data

12.1 Our IP. We and our licensors own all right, title, and interest in and to the Services, including the OverFlow platform, software, AI call flows, prompts, the Disclosure Greeting, templates, dashboards, documentation, and all related intellectual property. Except for the limited license below, no rights are granted to you.

12.2 License to you. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business operations during the term.

12.3 Customer Data; lead data. As between the parties, you own your lead data — the Caller information captured for you (recordings, transcripts, names, callback numbers, property addresses, problem descriptions, and derived flags) and your account data ("Customer Data"). You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Data as needed to provide, secure, and improve the Services and as permitted by our privacy and data-processing terms.

12.4 Aggregated/de-identified data. We may create and use aggregated and de-identified data derived from use of the Services (that does not identify you or any Caller) for analytics, benchmarking, and improving the Services, including model and product improvement, provided we do not re-identify it.

12.5 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

13. Confidentiality

13.1 Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully obtained without duty of confidence, or to disclosures required by law (with notice where lawful). Customer Data is also governed by Sections 12 and our data-processing terms.

14. Suspension, Termination, and Post-Termination Data

14.1 Term. These Terms apply while you have an account or use the Services.

14.2 Termination by you. You may terminate by cancelling under Section 4.6.

14.3 Suspension/termination by us. We may suspend or terminate the Services, in whole or part, immediately for: (a) non-payment; (b) violation of Sections 5, 6, 7, or 8; (c) risk to the Services, a subprocessor, or third parties; (d) legal or carrier requirement; or (e) for convenience on thirty (30) days' notice.

14.4 Effect of termination. On termination, your license ends and you must stop using the Services. Accrued fees remain payable.

14.5 Post-termination data handling. For thirty (30) days after termination, you may request an export of your Customer Data in a commercially reasonable format. After that period, we may delete or de-identify Customer Data in the ordinary course, subject to (a) legal retention obligations, (b) backups that cycle out over time, and (c) retention of aggregated/de-identified data under Section 12.4. We will instruct subprocessors to delete or return data consistent with our data-processing terms.

14.6 Survival. Sections 4 (accrued fees), 5 (representations), 9–13, 14.4–14.6, and 15–19 survive termination.

15. Modification of These Terms

15.1 We may modify these Terms. For material changes, we will provide notice by email to your account address and/or in-product, and will update the "Version" date above. Changes take effect on the stated effective date (and, where required, on your next renewal). Your continued use after the effective date constitutes acceptance. If you do not agree, stop using the Services and cancel under Section 4.6.

15.2 We will keep prior versions reasonably available on request at admin@overflowvoice.com.

16. Subprocessors and Third-Party Services

16.1 We use third-party subprocessors to provide the Services, currently including: Supabase (database/auth), Vercel (hosting), Twilio (voice/SMS), Retell (voice AI, which uses an LLM provider), Stripe (payments), Resend (email), a geocoder, Expo (mobile push-notification relay) together with Apple Push Notification service and Google Firebase Cloud Messaging (device push transport).

16.2 We remain responsible for our subprocessors' performance of the tasks we delegate to them, as described in our data-processing terms. We may update the subprocessor list and will provide notice of material changes as required by those terms.

17. Governing Law, Venue, and Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules.

17.2 Venue. Subject to Section 17.3, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Monroe County, New York.

17.3 Dispute resolution. The parties will first attempt to resolve any dispute informally by contacting admin@overflowvoice.com. Unresolved disputes are resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Monroe County, New York; judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court where jurisdictionally proper.

17.4 Class-action waiver. Each party waives any right to bring or participate in a class, collective, or representative action; disputes are resolved only on an individual basis.

17.5 Jury trial waiver. To the extent any dispute proceeds in court notwithstanding Section 17.3, each party waives any right to a jury trial to the extent permitted by law.

18. Notices

18.1 To you. We may give notice by email to your account address, by in-product notice, or by posting. You consent to electronic notices and communications.

18.2 To us. Legal notices to us must be sent to Better Flow Ai, LLC, 36 Sunset Trail, Fairport, New York 14450, with a copy to admin@overflowvoice.com. Privacy inquiries: admin@overflowvoice.com (Privacy Administrator, Better Flow Ai, LLC).

19. Miscellaneous

19.1 Entire agreement. These Terms (with any order, the privacy policy, and the data-processing terms referenced here) are the entire agreement and supersede prior understandings on their subject matter.

19.2 Order of precedence. If a signed order or pilot agreement conflicts with these Terms, the order/pilot controls for that conflict.

19.3 Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, financing, or sale of assets.

19.4 No waiver; severability. A failure to enforce is not a waiver. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect.

19.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including carrier, internet, subprocessor, or utility failures.

19.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

19.7 No third-party beneficiaries. Callers and other third parties have no rights under these Terms.

19.8 Electronic signatures. You agree that clickwrap acceptance and electronic records satisfy any writing/signature requirement.

19.9 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation."

End of Terms.