Terms of Service

Welcome, and thank you for your interest in Underflow, Inc. ("Underflow," "we," or "us"), doing business as Proof of Review. These Terms of Service ("Terms") govern your access to and use of Proof of Review's software, platform, and related services, including the website proofofreview.ai (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

1. Access and use

1.1 Provision of Access

Proof of Review is AI compliance review software for teams building or deploying AI in regulated decisions. The Service helps teams document human review of AI-supported decisions, manage notice and appeal workflows, and maintain audit-ready compliance records. Subject to your compliance with these Terms, Underflow grants you a limited, non-exclusive, non-transferable right to access and use the Service.

1.2 Customer configuration

The Service may be configured to support different review workflows, decision domains, integrations, notice workflows, opt-out paths, appeal processes, and audit records. You are responsible for configuring the Service consistently with your legal obligations and internal policies.

1.3 Model Training

Underflow will not use your Content to train, or allow any third party to train, any general-purpose AI models, unless you have explicitly agreed to such use.

2. Customer content and integrations

2.1 Inputs and Outputs

You may provide inputs to the Service ("Inputs"), including documents, decision records, reviewer records, policies, criteria, notices, appeals, and related data. The Service generates outputs based on your Inputs ("Outputs"), including audit records, review artifacts, notices, workflow records, reports, summaries, and related compliance materials. Inputs and Outputs are collectively "Content."

2.2 Ownership

As between you and Underflow, you retain ownership of your Inputs. Subject to your compliance with these Terms, Underflow assigns to you all right, title, and interest in Outputs generated specifically for you.

2.3 License to Underflow

By submitting Inputs to the Service, you grant Underflow a limited license to use, process, and store your Content solely to provide the Service to you, comply with applicable law, enforce our terms and policies, and keep the Service safe.

2.4 Your Responsibility

You represent and warrant that you have all rights, licenses, notices, consents, and permissions necessary for Underflow to process your Inputs under these Terms, including any personal information, sensitive personal information, regulated data, third-party content, or decision records contained in your Content.

3. AI and compliance limitations

You acknowledge that Outputs may be generated or assisted by artificial intelligence and machine learning technology. AI has inherent limitations, including:

• Outputs may contain errors, omissions, or inaccuracies
• Compliance summaries may require legal review
• Risk assessment materials may require business, legal, or privacy-team validation
• Generated notices, reports, and records may require review before use
• The Service may not identify every legal obligation that applies to your business

You are responsible for reviewing and verifying all Outputs before relying on them. Proof of Review is not legal advice, insurance advice, or a substitute for professional judgment. You are solely responsible for your decisions, compliance program, notices, consumer responses, risk assessments, and regulatory submissions.

4. Use restrictions

Except to the extent such restriction is prohibited by applicable law, you may not:

• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service
• Reproduce, modify, or create derivative works of the Service
• Rent, lease, lend, sell, or sublicense the Service
• Remove any proprietary notices from the Service
• Use the Service to develop or train a competing product
• Probe, scan, or attempt to penetrate the Service's security
• Harvest, scrape, or extract data from the Service except as intended
• Use the Service in any manner that violates applicable laws or third-party rights
• Use the Service to process HIPAA-regulated protected health information unless a Business Associate Agreement (BAA) is in place, or payment card data subject to PCI DSS, or other specially regulated data categories unless expressly permitted in writing. The Service supports healthcare decision workflows, but customers are responsible for ensuring they do not submit PHI without appropriate agreements.
• Knowingly permit any third party to do any of the foregoing

5. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant that:

• You are at least 18 years old or the age of majority in your jurisdiction
• You have not previously been suspended or removed from the Service
• Your use of the Service complies with all applicable laws
• If entering these Terms on behalf of an organization, you have the legal authority to bind that organization

6. Accounts

To access the Service, you must register for an account. You agree to provide accurate, complete, and current information and to keep it updated. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

If you believe your account has been compromised, notify us immediately at security@useunderflow.com.

7. Payment

7.1 Fees

Certain features of the Service require payment. Before paying any fees, you will have an opportunity to review and accept the applicable fees. All fees are in U.S. Dollars and are non-refundable except as required by law or as otherwise specified.

7.2 Billing

If you purchase a subscription, you authorize Underflow to charge your payment method on a recurring basis until you cancel. You are responsible for keeping your payment information current.

7.3 Price Changes

Underflow reserves the right to change pricing. We will provide reasonable notice of price changes before they take effect.

8. Intellectual property

The Service, including all software, algorithms, models, designs, and documentation, is owned by Underflow and protected by intellectual property laws. These Terms do not grant you any rights to Underflow's or Proof of Review's trademarks, logos, or branding.

You may provide feedback, suggestions, or ideas about the Service ("Feedback"). You grant Underflow a perpetual, irrevocable, royalty-free license to use Feedback for any purpose without obligation to you.

9. Termination

9.1 By You

You may terminate your account at any time by contacting us or using the account settings. Termination does not entitle you to a refund of any prepaid fees.

9.2 By Underflow

Underflow may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. We may terminate for cause if you breach these Terms, fail to pay fees, or engage in conduct that harms Underflow, Proof of Review, or other users.

9.3 Effect of Termination

Upon termination, your right to use the Service ends. We may delete your Content after termination unless legally required to retain it. Sections that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, and dispute resolution.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Proof of Review does not warrant that the Service will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Service or servers are free of viruses or harmful components.

Proof of Review does not provide legal, insurance, or professional advice. The Service is a tool to assist with compliance review workflows and audit records, not a substitute for professional judgment. You are solely responsible for your decisions and regulatory obligations.

Any insurance-related features or coverage referenced on the Proof of Review website or within the Service are subject to separate policy documents, underwriting criteria, eligibility requirements, exclusions, and carrier terms. The availability, scope, and pricing of insurance coverage are determined independently and are not guaranteed by these Terms or by use of the Service.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDERFLOW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

UNDERFLOW'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO UNDERFLOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless Underflow and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service, (b) your Content, (c) your violation of these Terms, or (d) your violation of any third-party rights.

13. Disputes

13.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

13.2 Informal Resolution

Before filing any formal dispute, you agree to contact us at legal@useunderflow.com and attempt to resolve the dispute informally for at least 60 days.

13.3 Jurisdiction

Any disputes not resolved informally shall be brought exclusively in the federal or state courts located in San Francisco, California. You consent to personal jurisdiction in these courts.

14. Miscellaneous

14.1 Entire Agreement

These Terms, including the Privacy Policy, constitute the entire agreement between you and Underflow regarding the Service and supersede all prior agreements.

14.2 Assignment

You may not assign these Terms without Underflow's prior written consent. Underflow may assign these Terms at any time without notice.

14.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.4 No Waiver

Underflow's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision later.

14.5 Changes to Terms

Underflow may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms or by email. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

14.6 Contact

For questions about these Terms, contact us at legal@useunderflow.com.