Legal
Last updated: May 2026
TestFlow owns and provides a cloud-based AI-native semiconductor post-silicon validation automation platform (the "Service"). The Service enables hardware engineering teams to generate validation plans, author automation scripts, analyze datasheets, and execute lab tests through integrated instrument control.
Anything the Customer (including Users) configures, uploads, or otherwise contributes through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ("TestFlow Content"). Customers will not receive access to the underlying source code or software of the Service (the "Software") nor receive a copy of the Software itself.
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through TestFlow's website or service portal ("Order(s)"). All subscriptions are for the period described in the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer's own internal business purposes ("Users").
TestFlow owns the Service, Software, TestFlow Content, documentation, and anything else provided by TestFlow to the Customer (collectively, the "TestFlow Materials"). TestFlow retains all rights, title, and interest (including all intellectual property rights) in and to the TestFlow Materials, all related and underlying technology, and any updates, enhancements, modifications, or derivative works thereof. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by TestFlow.
The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service ("Permissions"). It is solely the Customer's responsibility to set and manage all Permissions. TestFlow has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users.
The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer is fully responsible for any breaches of this Agreement by its Affiliates and for all payment obligations, regardless of whether use is by the Customer or its Affiliates. An "Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with that party, where "control" means ownership of more than fifty percent (50%) of voting shares or other equity interests.
The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, and bears responsibility for any breaches by a User.
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly:
If the Customer's use of the Service significantly harms TestFlow or the Service's security or integrity, TestFlow may suspend access, taking reasonable steps to notify the Customer and resolve the issue promptly.
TestFlow may provide access to APIs as part of the Service. TestFlow reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. TestFlow may suspend or terminate API access at any time.
The Service may interface with third-party products, services, or applications not owned or controlled by TestFlow ("Third-Party Services"), including laboratory instrument vendors, cloud providers, and integration partners. Customers have the discretion to utilize these Third-Party Services in conjunction with the Service.
TestFlow does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services and may need to enter into separate agreements with their providers. TestFlow expressly disclaims all representations and warranties concerning Third-Party Services. The use of Third-Party Services is at the Customer's own risk, and TestFlow shall not be liable for any issues arising from the use or inability to use Third-Party Services.
Customers are required to pay for access to and use of the Service as detailed in the applicable Order ("Fees"). All Fees will be charged in U.S. dollars unless otherwise specified. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. TestFlow reserves the right to modify its Fees or introduce new fees at its discretion, with advance notice. Customers may opt not to renew their subscription if they disagree with any revised fees.
TestFlow, either directly or through its third-party payment processor ("Payment Processor"), will bill the Customer for the Fees using the payment information provided. It is the Customer's responsibility to ensure TestFlow has current and accurate payment information. Failure to provide accurate information may result in suspension of access to the Services. If the Customer authorizes recurring charges through accepting an Order, charges will be automatically applied without further authorization until the Customer terminates this Agreement or updates their payment method.
Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. TestFlow is solely responsible for taxes based on its own income, property, and employees.
If a Customer fails to pay any Fees when due, TestFlow may suspend access to the Service until overdue amounts are paid. If a Customer believes they have been incorrectly billed, they must contact TestFlow within sixty (60) days from the first billing statement showing the error to request an adjustment or credit.
Subscriptions commence on the start date specified in the applicable Order and continue for the Subscription Period. Customers may opt not to renew by notifying TestFlow at ali@testflowinc.com or by modifying their subscription through account settings. This Agreement remains effective for the duration of the Subscription Period and any renewals, including any period during which the Customer is using the Service.
If a Customer cancels or chooses not to renew their paid subscription, the Customer's account may be automatically downgraded to a version of the Service with reduced features ("Free Version"), if available. Should this Agreement be terminated, or should the Customer delete its workspace, access to the Free Version will be revoked.
Either party may terminate this Agreement with written notice if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of notice. TestFlow may terminate a Customer's access to the Free Version at any time upon notice.
If the Customer terminates this Agreement due to an uncured breach by TestFlow, TestFlow will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If TestFlow terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period.
Upon termination, all rights and licenses granted by TestFlow will cease immediately. Within thirty (30) days of termination, upon the Customer's request, TestFlow will delete the Customer's User Information and User Submissions, unless earlier deletion is requested in writing. TestFlow may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.
Sections titled "TestFlow's Ownership," "Third-Party Services," "Financial Terms," "Term and Termination," "Warranty Disclaimer," "Limitation of Liability," "Confidentiality," "Data," and "General Terms" will survive any termination or expiration of this Agreement.
Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations, including any export control regulations applicable to semiconductor technology and lab data.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TESTFLOW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT TESTFLOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, TESTFLOW WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, TESTFLOW'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER TESTFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party (the "Receiving Party") recognizes that the other party (the "Disclosing Party") may share business, technical, or financial information that is reasonably considered confidential ("Confidential Information"). For TestFlow, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement and all related Orders are Confidential Information of both parties.
Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
The Receiving Party must: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable standard; (b) restrict access to authorized personnel bound by equivalent confidentiality obligations; (c) not disclose Confidential Information to third parties without prior written consent; and (d) use Confidential Information solely to fulfill obligations under this Agreement.
If required by law, the Receiving Party may disclose the Disclosing Party's Confidential Information, provided it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable assistance if the Disclosing Party wishes to contest the disclosure.
Customers may occasionally provide feedback on the Service ("Feedback"). Customers grant TestFlow a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, modify, and exploit any Feedback as TestFlow sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback without consent.
Customers and their Users must provide information such as names, email addresses, and system details ("User Information") to access the Service. Customers authorize TestFlow and its subcontractors to store, process, and retrieve User Information as part of Service delivery. Customers guarantee they have the necessary rights to provide User Information to TestFlow for processing as described in this Agreement.
Customers grant TestFlow a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions. TestFlow does not use User Submissions (including validation workflows, automation scripts, or uploaded datasheets) to train AI models.
TestFlow collects data on Service performance and operation ("Service Data") as Customers use the Service. Provided Service Data is aggregated and anonymized without disclosing personal information, TestFlow may use this data freely. TestFlow owns all rights to Service Data but will not identify Customers or Users as its source.
TestFlow maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Customers are responsible for securing their own systems and data. TestFlow processes all Customer Data in accordance with its Privacy Policy, available at testflowinc.com/legal/privacy.
With prior written consent from the Customer, TestFlow is allowed to identify the Customer and use the Customer's name, logo, or trademarks on TestFlow's website and in marketing materials.
TestFlow shall not be liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including failures of third-party hosting or utility providers, natural disasters, wars, terrorism, or government actions.
TestFlow may modify the terms of this Agreement, provided that Customers are notified at least thirty (30) days before such changes take effect. TestFlow commits to not materially reducing the core functionality provided to paid Customers during an active Subscription Period.
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between TestFlow and the Customer. Both parties are independent contractors.
This Agreement is strictly between TestFlow and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms.
Notices under this Agreement will be communicated via email. Notices to TestFlow must be sent to ali@testflowinc.com. Notices to Customers will be sent to the email address provided in their account. Notices are considered delivered the next business day after emailing.
No modifications to this Agreement will be effective unless in writing and acknowledged by authorized representatives of both parties. Waivers must be in writing and signed by the party granting the waiver.
Should any provision of this Agreement be found unlawful or unenforceable, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect.
Neither party may assign or delegate their rights or obligations under this Agreement without the other party's prior written consent, except that TestFlow may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void.
This Agreement will be governed by the laws of the State of Delaware, USA, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the state or federal courts in New Castle County, Delaware, to which both parties consent to jurisdiction and venue. Both parties waive any right to a jury trial for disputes arising under this Agreement.
This Agreement, including any referenced documents and Orders, constitutes the full agreement between TestFlow and the Customer, superseding all prior discussions, agreements, and understandings of any nature.
Questions about these terms? Contact us at ali@testflowinc.com or write to us at TestFlow Technologies Inc., 701 Tillery Street Unit 12, Austin, TX 78702.