Terms of Service

Last update: April 1, 2024

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE (these “Terms”). THESE TERMS CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN FOL MANAGEMENT LLC AND NIP FINCO LLC (“Flow” or “We” or “Our” or “Us”) AND ANY INDIVIDUAL, PERSON OR ENTITY WHO ACCESSES OR USES THE SERVICES (AS DEFINED BELOW) (“You”). YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS. FURTHER, IF YOU ACCESS THE SERVICES THROUGH THE FLOW RESIDENT APP OR THE FLOW HOST APP ON YOUR MOBILE DEVICE (together the “Flow App”), YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately upon posting and apply to all access and use of the Services, including any user interface. Your continued use of the Services or any user interface following the posting of revised Terms shall constitute your acceptance and agreement to be bound by the changes. Should you not wish to be bound by this Agreement, including the mandatory arbitration provision and class action waiver in Section 16 do not use the Services.

In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or service.

You understand and acknowledge that these Terms govern your use of the Services provided through the Flow App and do not supersede, replace, or otherwise affect the rights or obligations of you or FLOW under separate agreements between the parties or their affiliates, including but not limited to your residential lease. The rights of FLOW and its affiliates to enforce the terms of such separate agreements are not subject to these Terms or the provisions of Section 16.

1. DESCRIPTION OF THE SERVICES

The Flow App enables residents and property staff to, among other things, communicate and manage various apartment community amenities and services, enables residents to pay rent and engage in community-oriented activities, and enables property management staff to communicate with and post information for residents (collectively the “Services”). ​

You acknowledge and agree that data transmitted over telephone lines, wire, internet connection, air waves or other modes of communication pass through communications networks wholly beyond the control of Flow and, therefore, Flow shall not be responsible for any such failure which prevents or corrupts the transmission of communications associated with the Services, including, without limitation, SMS Messages.

2. SERVICE ELIGIBILITY, SERVICE REGISTRATION, AND ACCOUNT SECURITY

You must be at least 18 years of age to access or use the Flow App or the Services. If you are accessing or using the Flow App or the Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

To register for and access the Services, you may be asked to provide certain information or use your credentials (e.g., username and password) from a third-party platform. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. In the event any information you provide to us should change, you agree to update the information in a timely manner. We will not be liable for any damage to you or to others arising out of your failure to provide us with complete, accurate and current information. In the event that any of the information provided to us is inaccurate, incomplete, or not current, you agree that we may, in our sole discretion, suspend your use or access of the Services until the information is corrected, completed or updated.

If you choose, or are provided with, a username, password or any other identifier as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You understand and acknowledge that you are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.

3. PRIVACY

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you. You agree that all information you provide to register with this Service is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

4. USE OF THE SERVICES

Flow grants you a limited, conditioned, nonexclusive, nontransferable, non-sublicensable, and revocable license to access and use the Services (“License”), provided that you access and use the Services only for lawful purposes and in accordance with these Terms.

You understand that Flow can revoke, suspend or terminate this License for any reason at our sole discretion. You understand that this License is provided on a temporary basis only, and that such License is not intended to nor shall it be provided on a permanent basis. You further acknowledge that the revocation, suspension or termination of this License does not allow you to withhold or deduct rent or to seek any offset, reduction, concession or abatement based on diminution of services or breach of any express or implied warranty of habitability due to any conditions arising from the revocation, suspension or termination of this License or from your inability to access the Services.

You agree not to use the Service:

• In any way that violates any applicable federal, state, local or international law or regulation.
• To use or attempt to use another user’s account without explicit authorization from that user and Flow.
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 7 of these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation, unless otherwise permitted by the Content Standards.
• To impersonate or attempt to impersonate Flow, an employee of Flow or its affiliates, another user, or any other person or entity (including, without limitation, by using e-mail addresses or usernames associated with any of the foregoing).
• To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or expose to liability either Flow or users of the Services.​

Additionally, you agree you will not:

• Use the Services in any manner that could disable, overburden, damage, or impair the Flow App or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Develop any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services.
• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Flow App.
• Use any manual process to monitor or copy any of the material on the Flow App or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Flow App is stored, or any server, computer or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

5. SMS TEXT ALERTS AND NOTIFICATIONS

By registering an account, you consent to receive electronic communications from Flow (e.g., via email, by posting notices or notifications on the Flow App). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information). You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

In addition to the above, we may offer you the ability to enroll your mobile device in our Short Messaging Service (“SMS”) text message alert system (the “SMS System”) for purposes including receiving notifications and emergency alerts (“SMS Messages”).

By providing your mobile device number(s) to Flow as part of your registration for the SMS System, you provide us with your express consent to receive SMS Messages at that number and:

• Acknowledge and represent to us that you are the authorized user of the mobile device(s) that you link to our SMS System or have been granted permission by the authorized user of the mobile device(s) to enroll such mobile device(s) in our SMS System;
• p You grant Flow express permission to SMS Messages to that (those) mobile device(s) through your wireless phone carrier unless and until such permission is revoked in accordance with these Terms;
• p You understand that by providing your express consent, your receipt of SMS Messages from Flow is NOT a violation of state or federal rules including, but not limited to, the Telephone Consumer Protection Act (TCPA) or Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act;
• You understand that your wireless carrier may charge you additional message and data fees for receipt of SMS Messages; and
• By granting such permission to Flow you are hereby requesting to receive SMS Messages in spite of the fact that your number may otherwise be on the federal, or a state’s, do not call list and you agree, to the maximum extent permitted by law, that such SMS Messages shall not be in violation of such do not call list(s).

Prior to completing your enrollment in the SMS System, we will send an SMS Message to your designated mobile number. To complete enrollment, you must confirm receipt of the SMS Message from your device by following the instructions in that SMS Message. You may cancel your enrollment in the SMS System by replying STOP or by changing your notification preferences in the Service.

SMS Messages are available to users of the Services based in the United States. You understand and acknowledge that SMS Messages are not intended to be accessed from outside of the United States. In addition, because Flow does not operate or control the wireless networks used to access the SMS Messages, we cannot guarantee the privacy or security of wireless data transmissions. Please check with your wireless service provider for information about its privacy and security practices.

FLOW IS NOT RESPONSIBLE FOR INCOMPLETE, LOST, LATE, OR MISDIRECTED SMS MESSAGES, INCLUDING (BUT NOT LIMITED TO) UNDELIVERED SMS MESSAGES RESULTING FROM ANY FORM OF FILTERING BY YOUR MOBILE CARRIER OR SERVICE. FLOW ALSO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING SMS MESSAGES. THE SMS SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FLOW, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (A) THE SMS SYSTEM WILL MEET YOUR REQUIREMENTS; (B) THE SMS SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SMS SYSTEM WILL BE ACCURATE OR RELIABLE.

6. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, communications from the Flow App, and the design, selection and arrangement thereof), are owned by Flow, its licensors or other providers of such material and are protected by United States and other applicable copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Flow App, except as follows:

• Your device may temporarily store copies of such materials incidental to your accessing and viewing those materials.
• You may store files that are automatically stored by your device.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Flow App.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Flow App.

You must not access or use any part of the Flow App or any Services or materials available through the Flow App for any unauthorized purpose. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Flow App is transferred to you, and all rights not expressly granted herein are reserved by the Company. Any use of the Services not expressly permitted herein is a breach of these Terms and may violate copyright, trademark and other laws.

7. TRADEMARKS

The Flow name and logo, and all related names, logos, product and service names, designs and slogans are trademarks of Flow or its affiliates or licensors. You must not use such marks without the prior written permission of Flow.

8. USER CONTRIBUTIONS

The Service may contain message boards, chat features, personal profiles, forums, social media integration, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Service.

All User Contributions must comply with the Content Standards set out in these Terms. By utilizing the Interactive Services, you agree and understand that your name (or a portion thereof) and your display photo will be viewable and available to others who use the Interactive Services.

Any User Contribution you post to the Flow App will be considered non-confidential and nonproprietary. By providing any User Contribution on the Flow App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties your User Contributions and any name, username or likeness provided in connection with your User Contribution for any purpose in all media formats and channels now known or later developed without compensation to you.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Flow, are fully responsible for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Service.

8.1 User Content Standards

The following content standards (“Content Standards”) apply to any and all User Contributions and use of the Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
• Be likely to deceive any person.
• Contain any unsolicited promotions, political campaigning, advertising or solicitations.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve gambling (or similar activities) or sales, such as contests, sweepstakes and lotteries.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
• Contain any viruses, corrupted data or other harmful, disruptive or destructive files or content.

In addition, although we have no obligation to screen, edit or monitor User Contributions, we may delete or remove User Contributions at any time and for any reason.

8.2 Enforcement

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason at our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms (including the Content Standards), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Flow.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

YOU WAIVE AND HOLD HARMLESS FLOW AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we may not review material before it is posted on the Flow App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

9. COMMUNITY COMMERCE

The Service may permit you to access a Community Commerce marketplace (the “Marketplace”) that allows you to connect with local vendors that provide various goods and services (the “Marketplace Goods”). The Marketplace Goods are provided by third parties not associated with Flow or its affiliates. We are not responsible, or liable to you or any third party, for the content or accuracy of advertised Marketplace Goods.

To the full extent permitted by law, Flow and its officers, directors, employees, agents, licensors, affiliates, and successors in interest (1) make no promises, warranties, or representations as to the Marketplace, including its completeness, accuracy, or availability; (2) provide the Marketplace on an "AS IS" and "AS AVAILABLE" basis; (3) disclaim all warranties, express or implied, including as to accuracy, merchantability, fitness for a particular purpose, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice; and (4) disclaim any liability or responsibility for acts, omissions, or conduct of you or any party in connection with the Marketplace.

I, ON BEHALF OF MYSELF, MY PERSONAL REPRESENTATIVES AND MY HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY FLOW AND ITS OWNERS, AGENTS, OFFICERS, AND EMPLOYEES FROM ANY AND ALL CLAIMS, ACTIONS, OR LOSSES WHICH MAY ARISE OUT OF MY USE OF THE MARKETPLACE OR THE MARKETPLACE GOODS. I SPECIFICALLY UNDERSTAND THAT I AM RELEASING, DISCHARGING AND WAIVING ANY CLAIMS OR ACTIONS THAT I MAY HAVE PRESENTLY OR IN THE FUTURE FOR NEGLIGENT ACTS OR OTHER CONDUCT BY THE OWNERS, AGENTS, OFFICERS OR EMPLOYEES OF FLOW.

10. COPYRIGHT INFRINGEMENT

We will promptly investigate notices of alleged infringement and of taking appropriate actions required under the Digital Millennium Copyright Act, 17 U.S.C. §512(c)(2) (“DMCA”) and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to Flow’s Designated Agent. Notification must be submitted to the following address for Flow’s agent:

CT Corporation System 1200 S Pine Island Road #250 Plantation, FL 33324

Phone: +1 (754) 273-8678 Email: support@flow.life

To be effective, the notification must be a written communication that includes the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the infringed copyright;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Flow to locate the material;
• Information reasonably sufficient to permit Flow to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.

You understand that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Flow for certain costs and damages.

11. LINKS TO THIRD PARTIES

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or services linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

12. PAYMENTS

Flow may use third-party payment processors to process payments between you and Flow or its affiliates, including but not limited to rental payments. By providing your credit card, debit card or bank account information (collectively “Payment Method”), you are representing that you are authorized to use the Payment Method. When you transmit payment instructions using the Services, you authorize Flow to send such instructions to our third-party payment processors, who you authorize to debit or charge your Payment Method in accordance with your instructions. You understand that it may take up to three business days to process a payment after you have authorized it.

All payments processed with the Service are final; no refunds, chargebacks, cancellations or reversals of such a payment are permitted after a payment is authorized.

You will receive a confirmation of your payment after the payment is processed.

12.1 One-Time Payments

12.2 Recurring Payments

If you are enrolling in recurring payments, you acknowledge that this is an authorization to electronically debit or charge your Payment Method on the first business day of the month, and this authorization will remain in effect until changed in the Flow App (if you no longer have access to the Flow App, you may notify Flow by email at support@flow.life). Flow may take up to three (3) business days to process a request to cancel a recurring payment authorization; any previously scheduled payments during this period may still be processed.

You authorize us or our third-party payment processor or both to store your Payment Method information to process your recurring payments. If your Payment Method information changes, you agree to promptly update your information. We will continue to store your Payment Method information until you delete your information or you cancel recurring payments. For more information about how we store and use your Payment Method or other personal information, please see our Privacy Policy.

12.3 Payment Fees

Payments made using the Service may incur additional fees, which are itemized and disclosed to you during the checkout process. These fees may include:

• For credit cards, a fee equal to 2.95% of the transaction amount.
• For debit cards,
  • A $3.95 fee on transaction amounts less than $1000;
  • A $4.95 fee on transaction amounts equal to or greater than $1000 but less than $2000; and
  • A $9.95 fee on transaction amounts equal to or greater than $2000.

Completion of any payment is contingent on authorization by the financial institution where the Payment Method is held. If a payment is rejected, returned or declined, you may be subject to penalties, late fees, return fees, insufficient funds fees, and/or interest charges as may be assessed under the terms of your rental agreement or by your financial institution. You acknowledge, agree and authorize Flow to process any such fees, as permitted by applicable law, to the same account from which your payment was initiated.

13. DISCLAIMER OF WARRANTIES

YOUR USE OF THE FLOW APP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE FLOW APP IS AT YOUR OWN RISK. THE FLOW APP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE FLOW APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE FLOW APP, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE FLOW APP WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR FLOW APP OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE FLOW APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE FLOW APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. LIMITATION ON LIABILITY

IN NO EVENT WILL FLOW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE FLOW APP, ANY SERVICES PROVIDED THROUGH OR LINKED TO IT, ANY CONTENT ON THE FLOW APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE FLOW APP, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

EXCEPT FOR WILLFUL OR MALICIOUS TORTIOUS OR CRIMINAL ACTS BY FLOW, YOU AGREE THAT IN NO EVENT WILL THE COLLECTIVE LIABILITY OF FLOW (AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS AND SUPPLIERS) EXCEED THE GREATER OF (1) THE AMOUNT OF FEES YOU HAVE PAID TO FLOW TO ACCESS AND USE THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT OUT OF WHICH LIABILITY AROSE (FOR THE AVOIDANCE OF DOUBT, THIS IS EXCLUSIVE OF RENT OR OTHER VALID PAYMENTS YOU HAVE PROCESSED THROUGH THE FLOW APP, INCLUDING THOSE MADE TO FLOW); OR (2) $2,500 (TWO THOUSAND FIVE HUNDRED DOLLARS).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Flow, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Flow App’s content, Services and products other than as expressly authorized in these Terms or your use of any information obtained from the Services. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Flow, its affiliates, licensors and service providers.

16. GOVERNING LAW AND JURISDICTION

All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

17. DISPUTE RESOLUTION; BINDING ARBITRATION

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Flow and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Flow seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Flow seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Flow waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, any legal suit, action or proceeding arising out of, or related to, these Terms or the Services that cannot be settled by agreement of the parties shall be finally settled in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS") then in force, by one or more arbitrators appointed in accordance with those rules. You either acknowledge and agree that you have read and understand the rules of JAMS, which are available on the JAMS website, or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. The place of arbitration shall be New York, New York. Arbitration proceedings shall be confidential.

Proceedings to resolve any dispute in any forum shall be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action unless agreed to by all parties in advance of commencement of the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

You and Flow agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Flow agree that for any arbitration you initiate, you will pay the filing fee and Flow will pay the remaining JAMS fees and costs. For any arbitration initiated by Flow, Flow will pay all JAMS fees and costs. You and Flow agree that the state or federal courts of the State of New York and the United States sitting in New York County, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Flow will not have the right to assert the claim.

18. WAIVER AND SEVERABILITY

No waiver of or by Flow of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Flow to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

19. ENTIRE AGREEMENT

The Terms and your acknowledgement of our Privacy Policy constitute the sole and entire agreement between you and Flow with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.