1. Agreement to Terms
These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Sembroni Tech Inc., a Florida corporation (“Company,” “we,” “us,” or “our”), governing your access to and use of the Fluence mobile application and related services (collectively, the “Service”).
By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
2. Eligibility
The Service is intended solely for users who are at least eighteen (18) years of age. By creating an account or using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.
The Service is intended for users located in the United States. By using the Service, you represent and warrant that you are accessing the Service from within the United States.
3. Account Registration and Security
3.1 Account Creation
To access the Service, you must create an account by providing accurate, current, and complete information, including a valid email address and password. You agree to update your account information promptly to maintain its accuracy.
3.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) use Multi-Factor Authentication (MFA) when prompted; (b) notify us immediately (within twenty-four (24) hours) of any unauthorized access or use of your account; and (c) ensure that you log out of your account at the end of each session when using shared devices.
4. Description of Service
Fluence is a financial intelligence platform designed for private practice clinic owners. The Service provides:
- Aggregated views of connected bank, credit card, and investment accounts
- Transaction categorization and cash flow analysis
- Key Performance Indicators (KPIs) relevant to clinic operations
- AI-powered conversational interface for financial data queries
- Multi-clinic management capabilities
5. Important Disclaimers — No Financial Advice
THE SERVICE IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. THE SERVICE DOES NOT PROVIDE, AND NOTHING IN THE SERVICE SHALL BE CONSTRUED AS:
- Financial advice, investment advice, or tax advice
- Recommendations to buy, sell, or hold any securities or financial instruments
- Predictions, forecasts, or forward-looking statements about future financial performance
- Professional accounting, legal, or business consulting services
The insights, data visualizations, and AI-generated responses provided through the Service are based solely on the financial data you provide and are intended to help you understand your historical financial information. Such AI-generated responses may occasionally provide inaccurate, incomplete, or biased information. They should not be relied upon as a basis for making financial, investment, tax, or business decisions. Before acting on any insights, data visualizations, or AI-generated responses provided through the Service, users are responsible for verifying such information before acting on it. Transaction categorization is automated and may contain errors. KPIs are calculated using standardized formulas and may not reflect your specific accounting practices. Financial data sourced from third-party providers may be delayed.
We reserve the right to modify or substitute AI models used in the Service at any time.
You acknowledge that you should consult with qualified professionals, including certified public accountants, licensed financial advisors, and attorneys, before making any financial or business decisions. The Company expressly disclaims any liability for decisions made based on information provided through the Service.
6. Third-Party Services and Integrations
6.1 Plaid Integration
The Service uses Plaid Inc. (“Plaid”) to connect your financial accounts. By using the Service, you authorize Plaid to access, retrieve, and transmit your financial account information on your behalf. Your use of Plaid is subject to Plaid's End User Privacy Policy (available at https://plaid.com/legal). We are not responsible for the accuracy, availability, or security of data provided by Plaid or your financial institutions.
6.2 Stripe Payment Processing
Subscription payments are processed by Stripe, Inc. (“Stripe”). By subscribing to the Service, you agree to Stripe's Terms of Service and Privacy Policy. We do not store your complete payment card information; such information is processed and stored securely by Stripe.
6.3 Cloud Infrastructure
The Service is hosted on Google Cloud Platform (“GCP”). Your data is stored in GCP's us-central1 region located in the United States. Your use of the Service is subject to Google's terms and policies as they relate to our use of GCP infrastructure.
7. Subscription and Payment Terms
7.1 Subscription Plans
Access to the Service requires a paid subscription. Subscription plans and pricing are available on our website and within the application. We reserve the right to modify subscription pricing upon reasonable notice to existing subscribers.
7.2 Billing
Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). Your subscription will automatically renew at the end of each billing period unless cancelled prior to the renewal date.
7.3 Promotional Codes
From time to time, we may offer promotional codes that provide free or discounted access to the Service. Promotional codes are subject to specific terms and expiration dates communicated at the time of issuance. Promotional codes cannot be combined, transferred, or redeemed for cash.
7.4 Cancellation and Refunds
You may cancel your subscription at any time through your account settings or by contacting us at support@sembroni.tech. Cancellation will be effective at the end of your current billing period, and you will retain access to the Service until that date. NO REFUNDS WILL BE PROVIDED FOR ANY REASON, INCLUDING PARTIAL BILLING PERIODS, UNUSED SUBSCRIPTION TIME, OR DISSATISFACTION WITH THE SERVICE.
8. User Responsibilities and Conduct
You agree to use the Service only for lawful purposes and in accordance with these Terms. You are solely responsible for:
- The accuracy and completeness of all information you provide
- Ensuring you have authorization to connect any financial accounts
- Compliance with all applicable laws and regulations
9. Prohibited Uses
You agree not to:
- Use the Service for any illegal purpose or in violation of any laws
- Attempt to gain unauthorized access to the Service or its systems
- Interfere with or disrupt the Service or servers
- Reverse engineer, decompile, or disassemble any portion of the Service
- Upload any patient health information, protected health information (PHI), or other data subject to the Health Insurance Portability and Accountability Act (HIPAA)
- Share your account credentials with third parties
- Use the Service to transmit malware or other harmful code
- Use any automated system (e.g., robots, spiders, AI agents, etc.) to scrape or extract insights, KPIs, or data visualizations from Fluence for the purpose of creating or training a competing machine learning model
10. Intellectual Property Rights
The Service, including all content, features, functionality, software, designs, and trademarks, is owned by the Company or its licensors and is protected by United States and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal business purposes, subject to these Terms.
You retain ownership of all data you provide to the Service. By using the Service, you grant us a limited license to use, process, and display your data solely to provide the Service to you. While you own your data, we grant you a limited license to use any AI-generated outputs for your internal business purposes only. Anonymized and aggregated data may be retained for analytical purposes.
11. Limitation of Liability
11.1 General Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.
THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 HIPAA Violations
Notwithstanding the general indemnity in Section 11.1, if you violate the prohibition against uploading Protected Health Information (PHI) or any data subject to the Health Insurance Portability and Accountability Act (HIPAA) as set forth in Section 9, you acknowledge that such action creates significant legal and financial risk for the Company.
You agree to be 100% liable for, and shall indemnify, defend, and hold harmless the Company and its affiliates from and against any and all resulting damages, including but not limited to: (a) civil or criminal fines and penalties imposed by the U.S. Department of Health and Human Services (HHS), the Office for Civil Rights (OCR), or any other state or federal regulatory body; (b) costs associated with legally mandated data breach notifications to affected individuals and government agencies; (c) costs for providing credit monitoring or identity theft protection services to affected individuals; and (d) all reasonable attorneys' fees, forensic accounting costs, and court costs incurred by the Company arising directly or indirectly from your breach of Section 9.
11.3 Jurisdictional Limits
Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.
12. Disclaimer of Warranties
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, NON-INFRINGEMENT, AND ACCURACY.
We do not warrant that: (a) the Service will be uninterrupted, secure, or error-free; (b) the results obtained from the Service will be accurate or reliable; (c) any errors in the Service will be corrected; or (d) the Service will meet your specific requirements. The Service relies on third-party providers (including but not limited to Plaid, Google Cloud, and Stripe). Outages or changes to these third-party services may impact Service availability and are outside our control. We reserve the right to take the Service offline for scheduled and unscheduled updates; such downtime does not constitute breach of this agreement or entitle you to a refund.
13. Indemnification
13.1 General Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) any decisions you make based on information provided through the Service.
13.2 HIPAA and PHI Indemnification
Notwithstanding the general indemnity in Section 13.1, if you violate the prohibition against uploading Protected Health Information (PHI) or any data subject to HIPAA as set forth in Section 9, you acknowledge that such action creates significant legal and financial risk for the Company.
You agree to be 100% liable for, and shall indemnify, defend, and hold harmless the Company and its affiliates from and against any and all resulting damages, including but not limited to: (a) civil or criminal fines and penalties imposed by HHS, OCR, or any other state or federal regulatory body; (b) costs associated with legally mandated data breach notifications; (c) costs for providing credit monitoring or identity theft protection services to affected individuals; and (d) all reasonable attorneys' fees, forensic accounting costs, and court costs incurred by the Company arising directly or indirectly from your breach of Section 9.
14. Right to Correct
14.1 Correction Requests
You have the right to request that we correct any inaccurate Personal Information that we maintain about you or your business. Given the financial nature of the Service, it is your responsibility to ensure that the data you provide—including service lines and clinic identifiers—is accurate and up to date. To submit a request for correction, you must contact support@sembroni.tech with the subject line “Data Correction Request.” Your request must: (a) specify the exact data points you believe are inaccurate; and (b) provide the correct information.
14.2 Third-Party Data (Plaid/Financial Institutions)
You acknowledge that much of the financial data displayed in the Service is provided via third-party integrations (e.g., Plaid). If the inaccurate data originates from your financial institution, we may be unable to correct it within the Service until it is corrected at the source. In such cases, we will provide you with instructions on how to address the inaccuracy with the relevant third-party provider.
14.3 Discretion and Denial
We reserve the right to deny a correction request if: (a) we determine, based on a preponderance of evidence, that the existing data is accurate; (b) the request is fraudulent, repetitive, or vexatious; or (c) correcting the data would require disproportionate technical effort or is legally prohibited. If a request is denied, you may submit a “Statement of Disagreement” (not to exceed 100 words), which we will attach to the disputed data point to the extent required by applicable state law.
14.4 Right to Appeal
If you are a resident of a state that grants a statutory right to appeal a denied correction request (such as Colorado, Virginia, or Texas), you may submit an appeal to support@sembroni.tech within thirty (30) days of our denial. If your appeal is denied, we will provide you with a method to contact your State Attorney General as required by law.
15. Termination
15.1 Termination by You
You may terminate your account at any time by cancelling your subscription and requesting account deletion through your account settings or by contacting support@sembroni.tech.
15.2 Termination by Us
We reserve the right to suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to: violation of these Terms, suspected fraudulent activity, extended periods of inactivity, or discontinuation of the Service.
15.3 Effect of Termination
If you delete your account through the application, data deletion is immediate. If you request deletion through the operations support channel (support@sembroni.tech), it may take up to thirty (30) days to permanently delete all data. We are not responsible for any data lost if any request is made after the account is permanently deleted. Anonymized and aggregated data may be retained for analytical purposes. Audit and security logs may be retained in accordance with our cloud infrastructure provider's retention policies for security, fraud prevention, and legal compliance purposes.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.
16.2 Dispute Resolution
Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the State of Florida. Each party shall bear its own costs and attorneys' fees.
16.3 Class Action Waiver
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
17. Changes to Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and/or within the application, and by updating the “Effective Date” at the top of these Terms. Your continued use of the Service following the posting of changes constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must discontinue use of the Service.
18. General Provisions
18.1 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.
18.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18.3 Waiver
The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
18.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.
19. Force Majeure
Neither Party will be liable for any failure or delay in performance (other than for delay in payment of fees) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, accident, strikes, telecommunications failure, or internet service provider failures. The party experiencing such an event shall notify the other party within thirty (30) days, use diligent efforts to resume performance, and the time for performance shall be extended for a period equal to the duration of the event.
20. Contact Information
If you have any questions about these Terms, please contact us at:
21. Supplemental State-Specific Terms
21.1 Right to Appeal (CO, CT, TX, VA, FL)
If you are a resident of Colorado, Connecticut, Texas, Virginia, or Florida and we decline to take action regarding your request to exercise a privacy right (such as a request to correct or delete data), you have the right to appeal our decision. Please submit your appeal to support@sembroni.tech within thirty (30) days of our decision. We will respond to your appeal in writing within forty-five (45) days. If your appeal is denied, we will provide you with a mechanism to contact your State Attorney General.
21.2 Recognition of Universal Opt-Out Signals
For users in states requiring the recognition of Universal Opt-Out Mechanisms (UOOM), please note that on the web version of the Service only, we are configured to detect and honor “Do Not Track” or “Global Privacy Control” signals sent from your device or browser settings. Activating these signals will be treated as a valid request to opt out of the “sharing” or “processing” of your data for targeted advertising purposes.
21.3 Texas AI Disclosure
Pursuant to the Texas Responsible Artificial Intelligence Governance Act, you are hereby notified that Fluence AI features utilize artificial intelligence and machine learning to process your financial data and generate business outputs. By using these features, you acknowledge that you are interacting with an automated system.
21.4 Florida Compliance Notification
For Florida residents, once we have fulfilled a request to delete or correct your personal information, we will provide you with a written confirmation of compliance within sixty (60) days of the completion of the request.