Legal · Last updated June 10, 2026

Terms of Service

These Terms of Service (“Terms”) form a binding agreement between COIflow, Inc., a Delaware corporation (“COIflow,” “we,” “us,” or “our”), and the entity or person who registers for, accesses, or uses the COIflow platform (“Customer,” “you,” or “your”). By clicking “I agree,” signing an order, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

PLEASE READ CAREFULLY. THESE TERMS CONTAIN AN ARBITRATION CLAUSE, A CLASS-ACTION WAIVER, LIMITATIONS OF LIABILITY, AND DISCLAIMERS THAT AFFECT YOUR LEGAL RIGHTS.

1. The Service; Not an Insurance Producer

COIflow provides software that helps licensed insurance professionals and their counterparties automate the intake, parsing, verification, chasing, storage, and reporting of certificates of insurance and related documents. COIflow is a software vendor only. COIflow is not an insurance producer, broker, agent, adjuster, surplus-lines broker, managing general agent, third-party administrator, attorney, accountant, or fiduciary, and does not provide insurance, legal, regulatory, compliance, tax, or financial advice. All coverage decisions, verifications, communications, and underwriting determinations remain the sole responsibility of the Customer and its licensed personnel.

2. Accounts; Eligibility; Authorized Users

You must be at least eighteen (18) years old and legally able to enter into a contract. You are responsible for all activity under your account, for maintaining the confidentiality of credentials, and for the acts and omissions of every individual you authorize to use the Service (“Authorized Users”), including employees, contractors, vendors, insureds, and counterparties you invite into client portals.

3. Subscriptions, Fees, Trials, and Taxes

Fees are quoted on the pricing page or in an applicable order form and are billed monthly or annually in advance, in U.S. dollars, by automatic charge to your payment method.
All fees are non-refundable except where required by law. You authorize us and our payment processor to charge your payment method for all fees, including renewals, overage, and applicable taxes.
Subscriptions auto-renew at the then-current rate unless cancelled at least one (1) day before the renewal date through the in-product billing portal.
Free trials convert to paid subscriptions automatically at the end of the trial unless cancelled. Trial usage is limited as described in the Service.
Fees are exclusive of taxes; you are responsible for all sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on our net income.
Late amounts accrue interest at 1.5% per month or the maximum permitted by law, plus collection costs and reasonable attorneys’ fees.

4. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

upload or transmit content that is unlawful, infringing, defamatory, fraudulent, obscene, or that contains malware;
upload information you do not have the right to share, including protected health information without a separate written agreement;
reverse engineer, decompile, disassemble, or attempt to derive source code, models, weights, or trade secrets of the Service except to the extent expressly permitted by law;
copy, resell, rent, lease, sublicense, time-share, or operate a service bureau using the Service;
use the Service to build, train, or improve a competing product or large-language model, or to benchmark the Service for any of those purposes;
scrape, crawl, frame, mirror, or use automated means to access the Service except through documented APIs;
interfere with or disrupt the integrity, security, or performance of the Service or related infrastructure;
attempt to gain unauthorized access to any account, system, or data;
remove or obscure any proprietary notices.

We may suspend or terminate access immediately for actual or suspected violation of this Section without notice, in addition to all other remedies.

5. Customer Content; License

As between the parties, you retain all right, title, and interest in Customer Content. You grant COIflow a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and create derivatives of Customer Content solely to provide and improve the Service, to enforce these Terms, and to comply with law. You represent and warrant that you have all rights, consents, and authorizations necessary to grant this license and to submit Customer Content to the Service.

We may create and use de-identified, aggregated data derived from your use of the Service for any lawful purpose, provided it cannot reasonably identify you or any individual.

6. Intellectual Property; Feedback

The Service, including all software, models, designs, documentation, and trademarks, is and remains the exclusive property of COIflow and its licensors. No rights are granted by implication, estoppel, or otherwise. You assign to COIflow all right, title, and interest in any suggestions, ideas, or feedback you provide, and waive any moral rights therein.

7. Third-Party Services and Email Ingestion

The Service interoperates with third-party services (email delivery, payment processing, identity providers, storage, etc.). Your use of those services is governed by their own terms. COIflow is not responsible for third-party services or for the accuracy, completeness, or deliverability of any email, SMS, webhook, or document transmitted through them. Automated chase messages, reminders, and portal notifications may fail, be filtered, or be delayed; you remain responsible for confirming coverage by independent means.

8. Beta and AI Features

Features designated “beta,” “preview,” “experimental,” or that use machine-learning or large-language-model outputs (collectively, “AI Features”) are provided AS IS and may produce inaccurate, incomplete, or offensive outputs. You must independently verify any AI output before relying on it for an insurance, compliance, contractual, or legal decision. COIflow disclaims all liability arising from your reliance on AI Features.

9. Suspension

We may suspend the Service or any account without notice if we reasonably believe: (a) the Service is being used in violation of these Terms or applicable law; (b) continued operation poses a security, legal, or reputational risk; (c) fees are overdue; or (d) suspension is required by a third-party provider or government authority.

10. Term; Termination

These Terms begin when you first access the Service and continue until terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, your right to access the Service ends, all outstanding fees become immediately due, and we may delete Customer Content after a commercially reasonable export window of thirty (30) days. Sections 1, 4–6, and 8–18 survive termination.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL CONTENT, OUTPUTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND. COIFLOW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. COIFLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY PARSE, VERIFICATION, OR AUTOMATED COMMUNICATION WILL BE COMPLETE, TIMELY, OR ACCURATE. NO ADVICE OBTAINED FROM COIFLOW CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COIFLOW OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST BUSINESS, LOST OPPORTUNITY, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE LEGAL THEORY, EVEN IF COIFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COIFLOW’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO COIFLOW FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

NO INSURANCE-RELATED LIABILITY. COIflow is not liable for any loss arising from (i) lapsed, denied, rescinded, insufficient, or fraudulent insurance coverage; (ii) any uninsured, underinsured, or excluded claim; (iii) any decision by an insurer, reinsurer, adjuster, court, or regulator; (iv) inaccuracies, omissions, forgeries, or alterations in any certificate, endorsement, declaration page, or other document; (v) failure of any automated chase, reminder, or portal communication to reach its intended recipient; or (vi) any business decision you make in reliance on the Service.

13. Indemnification

You will defend, indemnify, and hold harmless COIflow and its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, actions, losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your or any Authorized User’s use of the Service; (b) Customer Content; (c) violation of these Terms, applicable law, or any third-party right; (d) any insurance, coverage, or business decision you make; or (e) any communication sent by or on your behalf through the Service.

14. Force Majeure

COIflow will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God; natural disasters; fire; flood; earthquake; severe weather; pandemic, epidemic, or public-health emergency; war, terrorism, insurrection, riot, or civil unrest; embargo, sanctions, tariff, or trade restriction; act, order, or omission of any government, regulator, or law-enforcement authority; labor strike, lockout, or shortage; supply-chain disruption; failure or degradation of telecommunications, internet, electricity, or third-party services (including cloud, payment, email, identity, or AI providers); cyberattack, denial-of-service, ransomware, or other malicious act; data-center outage; or any other event beyond COIflow’s reasonable control. Performance will be excused for the duration of the event, and time for performance will be extended accordingly.

15. Confidentiality

Each party agrees to protect the other’s confidential information with at least the same degree of care it uses to protect its own (and no less than reasonable care), to use it only to perform under these Terms, and to disclose it only to personnel with a need to know who are bound by comparable obligations. Confidential information does not include information that is or becomes public without breach, was rightfully known without obligation, is independently developed, or is rightfully received from a third party without restriction.

16. Governing Law; Venue; Arbitration; Class Waiver

16.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved exclusively by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator, in Wilmington, Delaware (or by video conference at the parties’ election). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, not any court, has exclusive authority to resolve any dispute about the formation, scope, or enforceability of this arbitration agreement.

16.3 Class-action waiver

YOU AND COIFLOW AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this class-action waiver is held unenforceable, the entire arbitration agreement is void.

16.4 Exceptions; equitable relief

Either party may bring an action in court solely to seek injunctive or other equitable relief to protect intellectual property or confidential information, or to enforce an arbitration award. For such actions, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

16.5 Limitations period

Any Dispute must be filed within one (1) year after it arose; otherwise it is permanently barred.

17. Changes to the Service and Terms

We may modify the Service or these Terms at any time. Material changes will be communicated through the Service or by email and become effective on the date stated. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service.

18. Miscellaneous

Entire agreement: These Terms, together with any order form, the Privacy Policy, and the Data Security page, are the entire agreement and supersede prior or contemporaneous understandings.
No waiver / severability: A failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue in effect.
Assignment: You may not assign these Terms without our prior written consent. COIflow may assign freely, including in a merger, acquisition, financing, or sale of assets.
Notices: Notices to COIflow must be sent to hello@coiflow.app; notices to you may be sent to the email associated with your account.
Independent contractors: The parties are independent contractors; no agency, partnership, joint venture, or employment is created.
U.S. government users: The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202, licensed with only those rights set forth in these Terms.
Export controls: You will comply with all applicable export, sanctions, and anti-corruption laws.
No third-party beneficiaries.

Questions? Email hello@coiflow.app.