InnFlow Procurement's Terms & Conditions

Last updated: October 16, 2025
Parties: Torpedo Now, Inc. d/b/a InnFlow Procurement, a Delaware corporation ("InnFlow Procurement"), and (1) enterprise Customers/Buyers that access the InnFlow Procurement platform via an Order Form, and (2) Vendors that offer products through InnFlow Procurement.

How to read this document
Part I (Master Terms) applies to all paid enterprise Customers using the InnFlow Procurement Platform.
Part II (Customer Supplemental Terms) applies to Customers/Buyers.
Part III (Vendor Supplemental Terms) applies to Vendors.
If a Supplemental Term conflicts with the Master Terms, the Supplemental Term controls for its subject matter.

PART I - MASTER TERMS (Customers)

1. Overview

These Master Services Terms and Conditions (the "Master Terms") govern Customer's access to and use of: (i) the InnFlow Procurement software platform (the "Platform"); (ii) any InnFlow Procurement mobile applications (each, an "Application"); and (iii) services, content, and resources enabled via the Platform (collectively, the "Services"). By clicking accept, executing an Order Form, or using the Services, you agree to these Master Terms and represent you have authority to bind the Customer.

2. Definitions

"Authorized User," "InnFlow Procurement Materials," "Platform," "Support Materials," and "Third Party Technology" have their customary meanings as used in InnFlow Procurement's existing terms.

3. Services Generally

Centralized Interface for Order Placement and Management. InnFlow Procurement provides an interface that hotel operators can use to browse catalogs, place orders, process invoices, and track delivery and payment status. InnFlow Procurement generally does not act as the seller of third-party goods; purchases are directly between Customer and Vendors, except for items or transactions designated as "InnFlow Procurement Direct Vendors" or "InnFlow Procurement-Sold Items". For InnFlow Procurement-Sold Items, InnFlow Procurement (or its affiliate) is the seller of record.

Marketplace Roles - InnFlow Procurement-Sold Items. For InnFlow Procurement-Sold Items: (a) InnFlow Procurement is the seller of record; (b) title passes upon delivery to the carrier (FOB origin); (c) risk of loss transfers to Customer upon delivery; (d) InnFlow Procurement will charge, collect, and remit applicable sales/use taxes; (e) manufacturer warranties apply; (f) returns/refunds are handled under Part II, Section 8.

4. License; Access and Use

InnFlow Procurement grants Customer a non-exclusive, non-transferable right to access and use the Services for internal business purposes. Restrictions include no reverse engineering, benchmarking, vulnerability scanning, or unauthorized distribution.

5. Funding Source Authorization

Customer authorizes debits/credits when adding a payment method. Authorization remains until 14 days after written revocation.

6-8. Implementation, SMS, Third-Party Technology

Implementation services per SOW. Optional SMS programs with opt-out. Third-party connections at Customer's direction and risk.

9. Service Levels and Security

Applies only to paid enterprise Customers. InnFlow Procurement will maintain a disaster-recovery plan and provide email support.

10-12. Confidentiality, PII, Feedback

Standard confidentiality protections. No PII beyond account provisioning unless agreed. Customer grants perpetual license to use Feedback.

13. Term; Termination; Survival

Initial Term matches Order Form and auto-renews. Either Party may terminate for uncured material breach (30 days) or insolvency.

14-15. Electronic Communications, Disclaimers

Customer consents to electronic communications. Services provided "AS IS" and "AS AVAILABLE."

16. Indemnification

InnFlow Procurement defends Customer from third-party IP claims. Customer indemnifies InnFlow Procurement from losses arising out of fraudulent transactions, vendor disputes, or breach.

17. Limitation of Liability

No indirect/consequential damages. Cap: fees paid in prior 12 months. Carve-outs for IP indemnity, confidentiality breach, willful misconduct, payment obligations.

18. General

New York law. Binding AAA arbitration in New York, NY. Class action waiver. Jury trial waiver. 30-day arbitration opt-out available.

PART II - CUSTOMER SUPPLEMENTAL TERMS

1-3. Overview, Registration, Subscriptions

Customer Terms incorporate Master Terms and Privacy Policy. Registration and InnFlow Procurement approval required. Subscriptions bill in advance and auto-renew.

4. Marketplace Payments

Credit card/ACH/debit accepted. Terms Account (Net 30) subject to approval and credit limits. Taxes assessed by seller of record.

5-6. Compliance, Orders

Customer responsible for product compliance. No circumvention: Customers must transact through Services during participation and thereafter (indefinite). Carve-outs for pre-existing relationships, unsolicited inquiries, public RFPs, and 12-month inactivity.

7-8. Shipping, Returns

Customer pays shipping/duties. Damaged/missing items must be reported within 14 days. For InnFlow Procurement-Sold Items, follow RMA instructions.

9-14. Content License, Disputes, Indemnity, Disclaimers, Liability, Termination

Standard provisions. AS IS/AS AVAILABLE. Liability capped at 12 months of fees. InnFlow Procurement may suspend/terminate for breach.

PART III - VENDOR SUPPLEMENTAL TERMS

1. Enrollment; No Circumvention

Vendors must register and agree not to transact off-platform with introduced Customers (indefinite). Same carve-outs as Customer terms.

2-3. Fees, License

Fees per Service Terms. Vendor grants InnFlow Procurement royalty-free license to use Vendor Materials for operating and marketing Services.

4-6. Representations, Indemnification, Disclaimers

Standard business representations. Vendor indemnifies InnFlow Procurement. Services provided AS IS/AS AVAILABLE.

7. Limitation of Liability

No indirect/consequential damages. Cap: total paid by Vendor in prior 12 months. Same carve-outs as Customer terms.

8-11. Insurance, Taxes, Confidentiality, General

CGL insurance required if proceeds exceed $10,000/month. Vendor responsible for taxes. Confidentiality survives 5 years. Standard provisions.

12. Governing Law; Arbitration

New York law. Binding AAA arbitration. Class/representative waiver. Jury trial waiver. 30-day opt-out. InnFlow Procurement Legal Team, 1207 Delaware Ave. #1686, Wilmington, DE 19806, USA.