Indemnification Policy

1. Purpose & Scope

This Indemnification Policy outlines the mutual obligations between FlowCMS, Inc. ("Company," "we," "us," or "our") and our users, subscribers, administrators, resellers, and developers ("User," "you," or "your") regarding liability for third-party claims arising from the use, integration, or distribution of the FlowCMS platform, APIs, SDKs, documentation, and related services.

By accessing or using FlowCMS products and services, you acknowledge and agree to the indemnification provisions detailed herein. This policy operates as an integral component of the FlowCMS Terms of Service and any applicable subscription or enterprise agreements.

2. User Indemnification Obligations

You agree to indemnify, defend, and hold harmless FlowCMS, its affiliates, subsidiaries, officers, directors, employees, contractors, licensors, and agents from and against any and all claims, demands, damages, obligations, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to:

• Your violation of these Terms, applicable laws, regulations, or third-party intellectual property rights;
• Content you create, upload, publish, distribute, or manage through FlowCMS, including but not limited to allegations of copyright, trademark, trade secret, privacy, defamation, or right of publicity infringement;
• Unauthorized access to your account, workspace, or API keys due to your failure to maintain reasonable security practices;
• Integration of FlowCMS services with third-party platforms, software, or custom code not explicitly provided, authorized, or maintained by FlowCMS;
• Breach of any representation, warranty, or covenant made by you under this Agreement or related documentation;
• Resale, white-labeling, or redistribution of FlowCMS services in violation of your licensing scope.

3. Company Limitations & Exclusions

FlowCMS's indemnification obligations to you, where expressly granted in a separate written agreement, are strictly limited to claims arising directly from a material breach of our core warranties, gross negligence, or willful misconduct by FlowCMS personnel. Under no circumstances shall FlowCMS be liable for:

• Indirect, incidental, special, consequential, punitive, or exemplary damages;
• Loss of data, revenue, profits, business opportunities, goodwill, or anticipated savings;
• Claims arising from your customization, modification, third-party integrations, or failure to follow FlowCMS documentation;
• Service interruptions caused by force majeure, internet infrastructure failures, hardware/software issues outside our reasonable control, or user error;
• Claims exceeding the total fees paid by you to FlowCMS in the twelve (12) months preceding the incident.

4. Claim Notification & Cooperation

To validly trigger indemnification rights under this policy, the indemnified party must strictly adhere to the following procedures:

1. Prompt Written Notice: Notify the indemnifying party in writing within fifteen (15) calendar days of becoming aware of any third-party claim, lawsuit, or investigation;
2. Exclusive Control: Grant the indemnifying party sole authority to manage the defense, settlement negotiations, and legal representation, subject to the indemnified party's reasonable approval of any settlement that imposes non-monetary obligations;
3. Reasonable Cooperation: Provide necessary information, documentation, and access required to mount a defense, at the indemnifying party's expense;
4. Good Faith Requirement: Refrain from admitting liability or waiving defenses without the indemnifying party's prior written consent.

5. Relationship to Other Terms

This Indemnification Policy is incorporated by reference into the FlowCMS Terms of Service, Developer Program Agreement, and Enterprise Licensing Contracts. In the event of a conflict between this document and other applicable agreements, the terms specifically negotiated, executed, and signed by both parties shall govern and control.

Nothing in this policy shall be construed to waive any rights FlowCMS retains under applicable law, including the right to seek contribution, cross-claims, or independent defenses in litigation.

6. Contact & Legal Inquiries

For questions regarding indemnification, claim reporting, or legal compliance, please direct all correspondence to our Legal & Compliance Department:

For urgent litigation or subpoena matters, please use our secure legal portal or contact legal-urgency@flowcms.io with the subject line "LEGAL NOTICE: [Your Company Name]".