TERMS AND CONDITIONS

Last Modified: June 7 2024 Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Flowi Platform, all Professionals agree to comply with and be bound by these Terms.T

These Terms constitute a legally binding agreement ("Agreement") between you and Flowi (as defined below) governing your access to and use of the Flowi websites, including any subdomains thereof, and any other websites, social media or digital platforms through which Flowi makes its services available (collectively, "Site"), all associated Services (defined below) made available by Flowi, and any mobile, tablet and other smart device applications, and application program interfaces used to access the Services (including any Services that are by their nature provided by email or alternative communication methods, such as Live Training and Support) (collectively, "Application”). The Site, Application and Services together are hereinafter collectively referred to as the “Flowi Platform”. All other terms and policies applicable to your use of the Flowi Platform are incorporated by reference into this Agreement and can be accessed via the Site. 

When these Terms mention “Flowi,” “we,” “us,” or “our”, it refers to The Fierce & Free Company Inc.

Our collection and use of personal information in connection with your access to and use of the Flowi Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Flowi Platform ("Payment Services") are provided to you by Flowi or one or more affiliated third-party entities as set out in the Payments Terms of Service ("Payments Terms").

Table of Contents

  1. Scope of Services

  2. Eligibility, Using the Flowi Platform, Professional Verification

  3. Modification of these Terms

  4. Account Registration

  5. Content

  6. Service Fees

  7. Terms Specific for Professionals

  8. Modifications and Cancellations

  9. Payment Terms

  10. Rounding off

  11. Taxes

  12. Prohibited Activities

  13. Term and Termination, Suspension and other Measures

  14. Disclaimers

  15. Liability

  16. Indemnification

  17. Dispute Resolution

  18. Feedback

  19. Applicable Law and Jurisdiction

  20. General Provisions

1. Scope of Services

1.1 General. The Flowi Platform is an online service that allows registered users (“Professionals” or “You”) and certain authorized third parties on behalf of such registered users to purchase, access and use Services and to communicate and transact directly with Professional’s customers and clients (such customers and clients are “Clients”). Professionals may use the Services for themselves or, subject to meeting all eligibility criteria in these Terms or as provided otherwise by Flowi, for the benefit of another third party (Professionals, and any third party enrolled in Services by a Professional for the third party’s benefit, that are using Services are also “Professionals” or, where applicable, “You”). Services may include access and use of Flowi’s customer relationship management (CRM) technologies, tools to build website and landing pages, communication and messaging platforms, appointment scheduling software, marketing campaign builder and related automations, content hubs or other client portals, additional modules and add-ons (“Modules”), and live training and support services to Professionals on the Flowi Platform (“Live Training and Support”), whether offered by Flowi Directly or through a third-party affiliate and any other services of any nature or type that are offered by Flowi from time to time to Professionals on the Flowi Platform (collectively, the “Services”).

1.2 No Guarantee. While we may help facilitate the resolution of issues or disputes, Flowi has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services, (ii) the truth or accuracy of any content on the Flowi Platform, or (iii) the performance or conduct of any user, vendor or third-party. You should always exercise due diligence and care when deciding whether to use or participate in the Services, or communicate and interact with other through the Services, whether online or in person. Any media content on the Flowi Platform are intended only to indicate a photographic or videographic representation of the Services at the time the photo or video was taken, and are therefore not an endorsement by Flowi of what the Services entail. Flowi does not endorse any product, service or integration referenced or used in or as part of any Services, and any use or display by Flowi is not an endorsement, certification or guarantee by Flowi about such product. Flowi is simply the provider of the Flowi Platform and, subject to these Terms, is only responsible for ensuring Professionals have access to the Flowi Platform.

1.3 Your Relationship With Us. If you choose to use the Services, your relationship with Flowi is limited to being a customer, and not an employee, agent, independent contractor, joint venturer or partner of Flowi for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Flowi. Flowi does not, and shall not be deemed to, direct or control you generally or in your use of the Services or performance under these Terms. You acknowledge and agree that you have complete discretion whether to agree to use the Services or otherwise engage in other activities. Professionals are each responsible for their own performance.

1.4 Promoting Flowi. To promote the Flowi Platform and to increase the exposure of Services to potential Professionals, Services and other Collective Content (but not including any personal identifying information) may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Professionals who speak different languages, Services and other Collective Content may be translated, in whole or in part, into other languages. Flowi cannot guarantee the accuracy or quality of such translations and Professionals are responsible for reviewing and verifying the accuracy of such translations. The Flowi Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.5 Third Party Services. The Flowi Platform and Modules may contain links to or integrations with third-party websites, resources, services or products (“Third-Party Services”), such as various social media integrations, payment processing platforms (i.e. Stripe), bookkeeping and accounting platforms (i.e. QuickBooks), video and teleconferencing platforms (i.e. Zoom or Google Webinar), and more. Such Third-Party Services may be subject to different terms and conditions and privacy practices. Flowi is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to or integrations with such Third-Party Services are not an endorsement by Flowi of such Third-Party Services. Please be aware that any goods and services provided by Third-Party Services may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations.

1.6 Service Availability. Due to the nature of the Internet and telecommunication services, Flowi cannot guarantee the continuous and uninterrupted availability and accessibility of the Flowi Platform or any Services. Flowi may restrict the availability of the Flowi Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Flowi Platform. Flowi may improve, enhance and modify the Flowi Platform and to introduce, remove, change or update any Services from time to time.

2. Eligibility, Using the Flowi Platform, Professional Verification

2.1 Eligibility. In order to access and use the Flowi Platform, purchase any Services or register a Flowi Account, you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).

2.2 Export Control Laws. You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) you are not located in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a "terrorist supporting" country, and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.

2.3 Additional Requirements. Flowi may make access to and use of the Flowi Platform, or certain areas or features of the Flowi Platform, subject to certain conditions or requirements, such as completing a registration process or submission of required information (such as payment and identification details).

2.4 Additional Terms and Policies. The access to or use of certain areas, features or Services of the Flowi Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Flowi Platform, each of which shall form part of these Terms hereof. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Flowi Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

2.5 Access via Application. If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. 

3. Modification of these Terms

Flowi reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Flowi Platform. Changes to these Terms shall be effective immediately upon posting, and you understand and agree that if you use the Flowi Platform after the date on which the Terms have changed, Flowi will treat your access to or use of the Flowi Platform or any Services thereof as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement with us, your continued access to the Flowi Platform or use of any Services will constitute acceptance of the revised Terms.

4. Account Registration

4.1 Account Registration. You must register an account ("Flowi Account") to access and use certain features and Services of the Flowi Platform. If you are registering a Flowi Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).

4.2 Registration Process. You can register a Flowi Account by providing us with your first name, last name, corporation name (if any), registered address, phone number, email address and payment information. You may be given the option to register a Flowi Account with certain third-party social networking services, such as Facebook or Google ("SNS Account"), and where such option is available, you will have the ability to disable the connection between your Flowi Account and your SNS Account at any time, by accessing the "Settings" section of the Flowi Platform. Once your account is registered, Flowi will provide you with login instructions via email along with an initial password. Upon your initial login, you will be instructed to create your own secure password to access your Flowi Account.

4.3 Accuracy of Information. You must provide accurate, current and complete information during the registration process and keep your Flowi Account information up-to-date at all times.

4.4 Multiple Accounts. You may not register more than one (1) Flowi Account unless Flowi authorizes you to do so. You may not assign or otherwise transfer your Flowi Account to another party, but you may invite Additional Professionals to your Flowi Account by following the Additional Users process detailed below at Section 4.6.

4.5 Security. You are responsible for maintaining the confidentiality and security of your Flowi Account credentials and may not disclose your credentials to any third party. You must immediately notify Flowi if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Flowi Account. You are liable for any and all activities conducted through your Flowi Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 Additional Users. Flowi may enable features that allow you to authorize other Professionals or certain third parties to take certain actions that affect your Flowi Account. For example, we may enable Professionals to invite employees or agents as additional users on the Professional’s account or we may enable eligible Professionals or certain third parties to use any Services that are available to the Professional. These features do not require that you share your private login credentials with any other person. No third party is authorized by Flowi to ask for your credentials, and you shall not request the credentials of another Professional.

4.7 Subaccount Transfers

Flowi does not support subaccount transfers to other Agencies. As such all account transfer requests will be denied.

5. Content

5.1 General. Flowi may, at its sole discretion, enable Professionals to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Flowi Platform ("Professional Content"); and (ii) access and view Professional Content and any content that Flowi itself makes available on or through the Flowi Platform, including proprietary Flowi content and any content licensed or authorized for use by or through Flowi from a third party ("Flowi Content" and together with Professional Content, "Collective Content").

5.2 Intellectual Property Rights. The Flowi Platform and Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Flowi Platform and Flowi Content, including all associated intellectual property rights, are the exclusive property of Flowi and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Flowi Platform or any Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Flowi used on or in connection with the Flowi Platform and Flowi Content are trademarks or registered trademarks of Flowi in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Flowi Platform, Flowi Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 Restrictions on Use of Flowi Content. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Flowi Platform or Collective Content, except to the extent you are the legal owner of certain Professional Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Flowi or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Your IP Usage Rights. Subject to your compliance with these Terms, Flowi grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) view any Services that you have purchased on your personal device(s); and (ii) access and view any Collective Content made available on or through the Flowi Platform and accessible to you, solely for your personal and non-commercial use.

5.5 Grant of License. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Professional Content on or through the Flowi Platform, you grant to Flowi a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Professional Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Professional Content to provide and/or promote the Flowi Platform, in any media or platform. Insofar as Professional Content (including Promotional Materials) includes personal information, such Professional Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Flowi does not claim any ownership rights in any Professional Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Professional Content.

5.6 Promotional Media. You acknowledge and agree that Flowi shall have the right to use any Promotional Materials in accordance with these Terms, our Privacy Policy and any applicable privacy laws for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Services or otherwise, without further notice or compensation to you. Where Flowi is not the exclusive owner of Promotional Materials, by using such Promotional Materials on or through the Flowi Platform, you grant to Flowi an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Promotional Materials for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Service or otherwise, without further notice or compensation to you. Flowi in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Promotional Materials outside of the Flowi Platform solely for your personal and non-commercial use.                           

5.7 Content Uploaded By You. You are solely responsible for all Professional Content that you make available on or through the Flowi Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Professional Content that you make available on or through the Flowi Platform or you have all rights, licenses, consents and releases that are necessary to grant to Flowi the rights in and to such Professional Content, as contemplated under these Terms; and (ii) neither the Professional Content nor your posting, uploading, publication, submission or transmittal of the Professional Content or Flowi's use of the Professional Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 Restrictions on Content Submissions. You will not post, upload, publish, submit or transmit any Professional Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms or any other Flowi policy. Flowi may, without prior notice, remove or disable access to any Professional Content that Flowi finds to be in violation of applicable law, these Terms or Flowi’s then-current Policies, or otherwise may be harmful or objectionable to Flowi, its Professionals, third parties, or property.

5.9 Respecting Copyrights. Flowi respects copyright law and expects its Professionals to do the same. If you believe that any content on the Flowi Platform infringes copyrights you own, please contact us.

6. Service Fees

6.1 Service Fees. When purchasing Services or additional Modules, Flowi may charge fees to Professionals ("Service Fees", and together with Recurring Fees and any applicable Taxes, the “Total Fees”) in consideration for the use of the Flowi Platform and certain Services. You are responsible for paying any Service Fees (and any applicable Taxes) that you owe to Flowi. Except as otherwise provided on the Flowi Platform, Service Fees are non-refundable. More information about when Service Fees apply and how they are calculated will be presented to you at checkout and when you are about to finalize your purchase of any Services or Modules.

6.2 Recurring Fees. Some Services may have recurring monthly or annual Service Fees, which will be charged to Professional on a monthly or annual basis (“Recurring Fees”). Recurring Fees and any applicable Taxes will be presented to you as a grand total prior to confirming your purchase of any such recurring Services. By purchasing any recurring Services, you authorize Flowi to charge your Payment Method on file during each month or year that you are subscribed to such recurring Services, as per the Payment Policies below. 

6.3 Additional Fees. Upon purchasing Services, Professionals will be charged a wallet initiation fee (the “Wallet Fee”), which amount shall be added to their digital wallet on the Flowi Platform (the “Wallet”), and which can be used to send text and SMS messages. Flowi may charge certain fees for each text or SMS message sent from a certain Flowi Account, which amount shall be deducted from the Professional’s Flowi Account.  Professional is solely responsible for any standard message and data rates that may apply to any text or SMS messages that are sent via their Flow Account. Upon depletion of Professional’s Wallet, Flowi will automatically charge another Wallet Fee to top up the Professional’s Wallet and ensure that text and SMS messages can always be sent from the Professional’s Flowi Account. Notwithstanding anything to the foregoing, the terms of this Section 6.3 may be updated by Flowi at any time without prior notice and by continuing to be enrolled in any Flowi Service, or by providing your cell phone number for transactional, operational, or informational text messages, you agree to any such changes.

Each email sent is billed at $0.000709

This means $10 will give you about 14105 emails sent

Each minute of calling is billed at $ 0.0147 / min

This means $10 will give you about 680 call minutes

Each SMS segment is billed at $ 0.0083

This means $10 will give you about 1205 segments

Email Verification Fees

Initial Email: when the first email is sent to a contact, Flowi will validate the email to reduce bounce rate and increase overall account reputation and deliverability.

Flowi will then verify the email address before sending an email every 90 days.

The standard price of $0.002625 is applicable per verification.

Pricing example: Initial verification of a list of 10,000 would cost $26.25.

6.4 Changes in Fees. Flowi reserves the right to change the Service Fees at any time. Such fee changes will not affect any Services purchased made prior to the effective date of the fee change.6.5 Corrections to Fees. Flowi reserves the right to make changes to and correct errors in quoted prices at any time. Flowi will notify you in writing if there are any changes to your Total Fees outstanding, whether due to error or an adjustment under Section 6.3 of these Terms, and you agree to pay the same as if the corrected Total Fees were presented to you at the time of making your original purchase.

7. Terms specific for Professionals

7.1 Terms applicable to all services

7.1.1 Eligibility Requirements. Subject to meeting any requirements (such as completing any identification verification and payment processing) set by Flowi, you can make a purchase for any Services with Flowi by following the respective checkout process on the Site and submitting all requesting information to Flowi, including your full name, corporation name (if any), residential address, phone number, email address, billing information and any other information requested by Flowi from time to time. You must provide accurate, current and complete information during the registration process and keep your information up-to-date at all times. Failure to provide accurate, current and complete information may cause delay and disruptions to your use of any Services, or where Flowi cannot obtain any required information within a reasonable period of time, Flowi may cancel your purchase. Professionals are responsible for identifying, understanding, and complying with all risks that apply to your participation in any Services.

7.1.2 Authorized Individuals Only. You may not authorize any additional individuals to use Services unless such an individual has purchased the Services or has been invited by you as an additional user of Services on the Flowi Platform, as further described in Section 7.3. By purchasing any Services on the Flowi Platform (an “Instance”), you agree that only people who are registered as additional users on your Flowi Account can use such Services. You further agree that you will not allow people to use any Instance of a Service available on the Flowi Platform unless that person validly purchased such Service through Flowi.

7.1.3 Payment Due. Upon purchasing a Service or Module with Flowi, you will be required to pay the Total Fees due at the time of purchase before your successful purchase of Services will be confirmed. Once Flowi has had the opportunity to confirm your successful purchase of Services, by sending you an email confirmation, your payment will be non-refundable. If Flowi, in its sole discretion, decides not to approve your purchase for whatever reason, your payment will be refunded in full. 

7.1.4 Binding Agreement. Upon receipt of your purchase confirmation from Flowi, a legally binding agreement is formed between you and Flowi for the Services that you have purchased. Flowi will collect the Total Fees in accordance with these Terms. For certain Services, Professionals may be required to pay in full or they may have the option to pay in multiple installments. This information will be presented to you on the checkout page for the Services or Modules that you are trying to purchase.

7.1.5 Failure to Pay. If Flowi has not received payment at the time of purchasing Services or as specified in these Terms and any additional Flowi terms, Flowi reserves the right to charge any Payment Method held on file or, where Flowi does not receive payment, to immediately suspend the Services, limit your access to any Services or cancel your recurring subscription. Professionals that have failed to make payment when due shall not be entitled to any refund and You may lose access to your Flowi Account and any and all Services, including any Professional Content thereof. If the failure to make payment has not been rectified within seven (7) days, Flowi will permanently delete your Flowi Account, including any Professional Content and other data and information that was part of such Flowi Account. 

7.1.6 Confidentiality of Information. You are responsible for maintaining the confidentiality and security of any information you submit to Flowi, including information submitted on behalf of an additional Professional, and may not disclose additional Professional information to any third party. You must immediately notify Flowi if you know or have any reason to suspect that your information has been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your information.

7.1.7 Limitations. Flowi’s responsibilities are limited to operating the Flowi Platform and providing access to the Services. Flowi is not responsible for any decisions made by the Professional, including through the use of any Services, and the results of participating in any Services and/or any consequences thereof. All suggestions and comments relating to the use of the Services or the Flowi Platform are not required to be performed by you and are carried out at your election while using the Services. 

7.1.8 Compliance With Laws. You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to your use of the Services or the Flowi Platform, (ii) obtaining any required licenses, permits, or registrations prior to your use of the Services or the Flowi Platform in a professional capacity; and (iii) ensuring that your use of the Services and Flowi Platform will not breach any agreement, law, regulation, by-law or obligation you may have with any third party. 

7.2. Terms Applicable to Live Training and Support

7.2.1 Live Training and Support. Flowi may from time to time, either itself or through a third-party affiliate, offer Live Training and Support to Professionals with an active Flowi Account on the Flowi Platform. You should carefully review the description of any Live Training and Support you intend to book to ensure you (and any additional Professionals you are purchasing for) understand the any additional Service Fees that may apply to such Services. 

7.2.2 Results. In providing any Live Training and Support or any other Services, Flowi, or any third-party affiliate providing the same on behalf of or in affiliation with Flowi, is simply an educational advisory service and does not provide legal, tax, financial, investment, accounting, medical, professional or insurance advice. You agree to exercise your own good judgment and seek independent professional legal, financial, investment, tax and insurance advice before relying or acting upon any information from any Live Training and Support. You understand that Flowi makes no representations or guarantees verbally or in writing regarding the performance or results from using any Services or Live Training and Support. Professionals accept that, because of the nature of Services and extent of Professional’s participation in the Services, the results experienced by Professionals significantly vary. Professional accepts responsibility for such variance. Flowi and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose.

7.2.3 Survival. If you or we terminate these Terms, the clauses of this Section 7 in its entirety that reasonably should survive termination of these Terms will remain in effect. When these Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the Professional Content.

7.3. Terms Applicable to Additional Users

7.3.1 Additional Professional Terms. If you enroll any additional Professionals in any Services (such as if you are enrolling an additional user under your Flowi Account), you are required to ensure that every additional Professional meets any requirements set in these Terms, and is made aware of and agrees to these Terms, any additional Flowi Terms (if applicable), and any other rules, restrictions or requirements set by Flowi. If you are purchasing Services for an additional Professional, you represent and warrant that you are legally authorized to act on behalf of the additional Professional. Additional Professionals may only use the Flowi Platform if (i) authorized and enrolled by the primary Flowi Account holder who is responsible for them and (ii) each primary Flowi Account holder and additional Professional must agree to be bound by these Terms with respect to the additional Professional’s use of the Flowi Platform and any Services.

7.3.2 Agreements between Additional Users. Any agreement formed between Professionals and additional Professionals may not conflict with these Terms or any of other policies applicable to your use of the Services or the Flowi Platform. Additional Professionals may only act in an individual capacity and not on behalf of the Professional that is the primary Flowi Account holder, unless expressly authorized by the primary Flowi Account holder. Flowi reserves the right, in our sole discretion, to limit the number of additional Professionals that a primary Professional may invite to their Flowi Account.

7.3.3 Professional’s Responsibility. Professionals should exercise due diligence and care when deciding who to add as an additional Professional to their Flowi Account. The primary Professional shall remain solely responsible and liable for any and all activities on the primary Professional’s Flowi Account, including any additional Services Fees, Recurring Fees and Professional Content published on the Flowi Platform, including any Services user created by an additional Professional on their behalf. Further, primary Professionals remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the additional Professional (such as the primary Professional failing to make payment on their Flowi Account and thereby causing the additional Professional to lose access to Professional Content published on the Flowi Platform). Additional Professionals remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as an additional Professional, including, but not limited to, conduct that causes harm or damage to the primary Professional. In addition, both primary Professional and additional Professional are jointly responsible and severally liable for third party claims, including Client claims, arising from the acts and omissions of the other person as related to their use of any Services, communications with their Clients, and the provision of any their services to their Clients.

7.3.4 Risk Acknowledgement. By using any Services, you acknowledge and agree that: (i) any risks inherent to the Service lies solely with you, including, but not limited to, risk of illness, bodily injury, mental distress, disability, death or damage to property, data protection, privacy and loss; (ii) you and all additional Professionals meet any requirements for participation and use of such Services as set out in these Terms; (iii) you and all additional Professionals agree to comply with any requirements to participate in the Services; (iv) it is your sole responsibility to protect any Professional Content that you enter into the Flowi Platform; (v) any other prerequisites recommended by the Flowi. You expressly waive and release any claim that you may have at any time for injury of any kind against Flowi, or any person or entity involved with Flowi, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.

8. Modifications and Cancellations

8.1 Cancellation by Flowi. In certain circumstances, Flowi may decide, in its sole discretion, that it is necessary to cancel or postpone purchased Services and/or Modules and may in such instances initiate corresponding refunds. This may be where (i) Flowi believes in good faith, while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Flowi, other Professionals, third parties or property, or (ii) for any of the reasons set out in these Terms. If some Services have been consumed but others have been cancelled, Flowi may issue a partial refund in its sole discretion after deducting any non-refundable amounts due to Flowi. 

8.2 Cancellation or Modification by Professional. Professionals may cancel their Flowi Account or modify the Services provided under a Flowi Account by accessing the “Company Billing” section under “Settings” on the Flowi Platform. All cancellations and modifications that are initiated in this way will be effective at the end of your billing cycle. If your Flowi Account has been slated for cancellation, your Flowi Account and all Professional Content therein will be slated for cancellation upon the end of your billing cycle and you are solely responsible for ensuring that you have removed all Professional Content from the Flowi Platform prior to the cancellation of your Flowi Account.

8.3 Account Holds. In certain circumstances, Flowi may decide, in its sole discretion and for $10 per month or the then current account hold fee established by Flowi, to allow a Professional to put their Flowi Account on hold for a maximum of 90 days. To submit a request to put a Flowi Account on hold, the Professional should submit a support request to Flowi using the Flowi “Contact” page. When a Flowi Account is put on hold, you will be barred from using any Services on the Flowi Platform until your account has been reinstated by Flowi at your request. 

9. Payment Terms

9.1. Payment Services. Flowi utilizes a third-party payments services processor to facilitate the collection and remittance of any payments from and to Professionals. These payment services may include (if available) the following (collectively, “Payment Services”):

  • - Collecting payments from Professionals (“Payment”), by charging the payment method associated with the Professional, such as credit card, debit card, bank account, Stripe account or PayPal account (“Payment Method”);

  • - Refunding Professionals (“Payout”) to a financial instrument associated with the Professional, such as a Stripe account, PayPal account, bank account or a debit card (“Payout Method”);

  • - Payment processing services; andOther payment related services in connection with any Services or Third-Party Services.

In order to use the Payment Services, you must be at least 18 years old, must have submitted all relevant information to Flowi in accordance with the Terms, and must keep your payment and personal information accurate and complete.

9.2. Your use of the Payment Services

9.2.1 Flowi Payment Services. By using the Payments Services, you agree to comply with these Terms. Flowi may: (i) temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services; and (ii) improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

9.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Professionals should review them. Flowi is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Flowi of those Third-Party Services.

9.2.4 Verification. You authorize Flowi, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Flowi reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

9.2.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

9.3. General User Terms

9.3.1 Adding a Payment Method. When you add a Payment Method or Payout Method, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Flowi or its third-party payment processor(s). You authorize Flowi and its payment service providers to collect and store your Payment Method information.

9.3.2 Payment Authorization. You allow Flowi to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for Total Fees due (including any applicable taxes) in connection with any Services purchased

.9.3.3 Timing of Payment. Flowi generally charges the Total Fees to Professional immediately upon the making any purchases, unless Flowi has offered you alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be included in the Total Fees, as applicable, and you agree to pay such fees. Additional terms and conditions may apply for the use of an alternative payment option. If Flowi is unable to collect the Total Fees due, as scheduled, Flowi may cancel or terminate your Services with no refund or recourse. 

9.3.4 Currency. Flowi will process each transaction in United States dollars (USD). Please note that certain bank fees may apply to your payments and the amount listed on your card statement may be different from the amount shown on your account page. Flowi is not responsible for any such additional fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

9.3.5 Payment Restrictions. Flowi reserves the right to decline or limit payments that we believe (i) may violate Flowi’ risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Flowi, or others to risks unacceptable to Flowi.

9.3.6 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Flowi is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

9.3.7 Your Payment Method, Your Responsibility. Flowi is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

9.3.8 Failure to Make Payment. If Flowi is unable to collect your initial payment prior to the start date of your Services, Flowi will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice or prior to the start date of your Services, whichever is earlier. If you fail to complete the payment, you authorize Flowi to cancel the Services on your behalf. You acknowledge that you may incur fees for cancellations.

9.4 General Payment Terms

9.4.1 Fees. Flowi may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in these Terms and via the Flowi Platform.

9.4.2 Payment Authorizations. You authorize Flowi to collect from you amounts due pursuant to these Terms by charging the Payment Method associated with any purchased Services, or any other Payment Method on file that you authorize when purchasing Services (unless you have previously removed the authorization to charge such Payment Method(s)). Specifically, you authorize Flowi to collect from you:

  • - Any amount due to Flowi (e.g., as a result of Services or other actions as a Professional or user of the Services). - - Any funds collected by Flowi will set off the amount owed by you to Flowi and extinguish your obligation to Flowi.

  • - Taxes, where applicable and as set out in these Terms.

  • - Any penalties payable under these Terms, including any cost and expenses incurred in collecting such penalties.Any service fees imposed pursuant to these Terms.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Flowi collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

9.4.4 Payment Processing Errors. Flowi will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Flowi or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Flowi.

9.4.5 Prohibited Activities. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

  • - breach or circumvent any applicable laws or regulations;

  • - breach or circumvent any agreements with third parties, third-party rights, or these Terms;

  • - use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;

  • - register or use any Payment Method or Payout Method with your Flowi account that is not yours or you do not have authorization to use;

  • - avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Flowi or any of Flowi’ providers or any other third party to protect the Payment Services;

  • - take any action that damages or adversely affects, or coulddamage or adversely affect, the performance or proper functioning of the Payment Services;

  • - attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or

  • - violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9.4.6 Chargeback Policy. Charges made for any Services are non-refundable. You agree that if you make a payment by credit card, you will not cancel it, request a charge-back, or revoke the card, nor dispute the charge with the credit card company, or otherwise demand a reversal of the charges by the credit card company, unless such an agreement is prohibited by law. You agree to notify Flowi directly to dispute charges or terminate any Services. Subject to these Terms, Flowi will promptly refund any undisputed balances to you. If you dispute the charges and cancel, revoke, or charge-back a charge on my credit card such that a fee, penalty, overdraft, or other unanticipated charge is posted to Flowi’s account, and it is later determined that the charge was properly authorized, you agree to pay all out of pocket fees and costs (including legal fees) incurred by Flowi as a result of the improper cancellation, revocation, charge-back or dispute.

10. Rounding off

Flowi generally supports payment amounts that are payable from or to Professionals to the smallest unit supported by a given currency (i.e., Canadian cents, U.S. cents or other supported currencies). Where Flowi’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Flowi may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Professionals to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar or other supported currency); for example, Flowi may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

11. Taxes

11.1 General. As Professionals you are solely responsible for determining your obligations to report, collect, remit or pay any applicable taxes or other indirect sales taxes or income taxes ("Taxes").

11.2 Remittance of Taxes. You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where you are located may require Taxes to be collected from Professionals on Total Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Total Fees.

12. Prohibited Activities

12.1 General. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Flowi Platform. In connection with your use of the Flowi Platform, you will not and will not assist or enable others to:

  • - breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights or our Terms;

  • - use the Flowi Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Flowi endorsement, partnership or otherwise misleads others as to your affiliation with Flowi;

  • - copy, store or otherwise access or use any information, including personally identifiable information about any other Professional, contained on the Flowi Platform in any way that is inconsistent with Flowi’Privacy Policyor these Terms or that otherwise violates the privacy rights of Professionals or third parties;

  • - use the Flowi Platform in connection with the distribution of unsolicited commercial messages ("spam");

  • - unless Flowi explicitly permits otherwise, purchase any Services if you will not actually be using the Services yourself, except where the Services are being booked by you for use by an additional Professional in accordance with these Terms;

  • - contact another Professional for any purpose other than asking a question related to your own use of Services, their use Services, or the Professional's use of the Flowi Platform, including, but not limited to, recruiting or otherwise soliciting any Professional to join third-party services, applications or websites, without our prior written approval;

  • - circumvent any fees on the Flowi Platform for any other reason;

  • - request, accept or make any payment for any fees outside of the Flowi Platform or Flowi (such as charging fees to a third-party to access your recordings of Services). If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Flowi harmless from any liability for such payment;

  • - discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

  • - engage in any violence, harassment or sexual misconduct against anyone;

  • - misuse or abuse any Services as determined by Flowi in its sole discretion.

  • - use, display, mirror or frame the Flowi Platform or Collective Content, or any individual element within the Flowi Platform, Flowi' name, any Flowi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Flowi Platform, without Flowi' express written consent;

  • - dilute, tarnish or otherwise harm the Flowi brand in any way, including through unauthorized use of Collective Content, registering and/or using Flowi or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Flowi domains, trademarks, taglines, promotional campaigns or Collective Content;

  • - use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Flowi Platform for any purpose;

  • - avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Flowi or any of Flowi' providers or any other third party to protect the Flowi Platform and access to any Services;

  • - attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Flowi Platform;

  • - take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Flowi Platform;

  • - export, re-export, import, or transfer access to any Services except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws; or

  • - violate or infringe anyone else’s rights or otherwise cause harm to anyone.

12.2 Flowi’s Rights. You acknowledge that Flowi has no obligation to monitor the access to or use of the Flowi Platform by any Professional or to review, disable access to, or edit any Professional Content, but has the right to do so to (i) operate, secure and improve the Flowi Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Professionals’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Professional Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Professionals agree to cooperate with and assist Flowi in good faith, and to provide Flowi with such information and take such actions as may be reasonably requested by Flowi with respect to any investigation undertaken by Flowi or a representative of Flowi regarding the use or abuse of the Flowi Platform.

12.3 Reporting Abuse. If you feel that any Professional or third party using the Services you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, (iii) engages in physical, sexual or emotional abuse, neglect or a risk of harm to another Professional or a third party using the Services, (iv) you suspect of breaking any laws, or (v) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Flowi by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

13. Term and Termination, Suspension and other Measures

13.1 Term. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Flowi terminate the Agreement in accordance with this provision.

13.2 Your Right to Terminate. You may terminate this Agreement at any time by sending us an email. If you terminate this Agreement, any Services you have purchased or been gifted will be automatically cancelled and your access may be withdrawn in Flowi’s sole discretion.

13.3 Flowi’s Right to Terminate. Without limiting our rights specified below, Flowi may terminate this Agreement for convenience at any time by giving you seven (7) days' notice via email to your registered email address.

13.4 Termination for Breach. Flowi may immediately, without notice, terminate this Agreement and/or stop providing access to the Flowi Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Flowi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Flowi, its Professionals, or third parties (for example in the case of fraudulent or inappropriate behavior of a Professional).

13.5 Additional Remedies. In addition, Flowi may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or Payout Method or during the Flowi purchasing process or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria for any Services, (v) Flowi becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payment when due or failed to respond to payment requests without a valid reason, (vii) for any amounts you owe under the Payment Terms that are overdue or in default, or (viii) Flowi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Flowi, its Professionals, or third parties, or to prevent fraud or other illegal activity:

  • - refuse to accept or delay the provision of any Services;

  • - cancel any purchased Services;limit your access to or use of the Services;

  • - temporarily or permanently revoke you from making future purchases;

  • - temporarily or in case of severe or repeated offenses permanently suspend your use of the Services and stop providing access to the Flowi Platform and/or any Services.

  • - limit or temporarily or permanently suspend your use of or access to your Payment Services pursuant to the Payment Terms.

  • - Permanently delete your Flowi Account and all Professional Content therein.

In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Flowi and an opportunity to resolve the issue to Flowi' reasonable satisfaction.

Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.6 Effect of Termination. If we take any of the measures described above (i) we may issue a refund to any affected Professionals in accordance with our refund policy and (ii) you will not be entitled to any compensation for pending or purchased or gifted Services that were cancelled.

13.7 Access and Use of Platform on Termination. When this Agreement has been terminated, you are not entitled to use the Flowi Platform or any Services. If your access to or use of the Flowi Platform has been limited or been suspended or this Agreement has been terminated by us, you may not access and use the Flowi Platform yourself or through an additional Professional.

13.8 Survival. Sections 4 and 14 to 20 of these Terms shall survive any termination or expiration of this Agreement.

14. Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.You agree that the Flowi Platform, some Services and the Flowi Payment Service may carry inherent risk, and by participating in such services or enrolling any other person or entity to participate in such services, you choose to assume those risks voluntarily. You freely and willfully assume those risks by choosing to participate, or to enroll any other person or entity to participate, in those Services. You assume full responsibility for the choices you make before, during and after your participation, or the participation of any other person entity enrolled by you, in a Service or the Flowi Payment Service. If you are enrolling any other person or entity to participate in any Services, you are solely responsible for that person or entity throughout the duration of any Services and to the maximum extent permitted by law, you agree to release and hold harmless Flowi from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that person or entity or their property or data during the Services or in any way related to the Services. The Flowi Platform, any content on the Flowi Platform and all Services offered on or through the Flowi Platform are provided “as is”, without warranty of any kind, either express or implied. You agree that you have had whatever opportunity you deem necessary to investigate the Services and any laws, rules or regulations that may be applicable to the Services and that you are not relying upon any statement of law or fact made by Flowi as it relates to the Services.To the fullest extent permitted by law, Flowi, its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Service, and your use thereof. Flowi makes no warranties or representations about the accuracy or completeness of any content on the Flowi Platform or in any Services and assumes no liability or responsibility or any (I) errors, mistakes, or inaccuracies of content, (II) personal injury, disability, death or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (III) any unauthorized access to or use of Flowi’s data and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of access to the Services, (V) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Flowi Platform, and/or (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Flowi Platform.The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

15. Limitation on Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Flowi Platform, any content on the Flowi Platform, use of any Services, participation in the Flowi Payment Service, or any other interaction you have with Flowi or other Professionals, whether in person or online, remains entirely with you. Neither Flowi nor any other party involved in creating, producing, or delivering the Flowi Platform, the content on the Flowi Platform, or any Services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Flowi Platform or any Services, (iii) from any communications, interactions or meetings with other Professionals or other persons with whom you communicate, interact or meet with as a result of your use of the Flowi Platform, or (iv) from the use of any Services by you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Flowi has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Professionals pursuant to these Terms, in no event will Flowi’s aggregate liability arising out of or in connection with these Terms and your use of the Flowi Platform including, but not limited to, from your any Services via the Flowi Platform, or from the use of or inability to use the Flowi Platform, any content on the Flowi Platform, in connection with any Services or interactions with others, exceed the amounts you have paid Flowi in the twelve (12) month period prior to the event giving rise to the liability or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Flowi and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. No communication of any kind between you and Flowi shall constitute a waiver of any limitations of liability hereunder or create any additional warranty not expressly stated in the terms of use.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Flowi’s option), indemnify, and hold Flowi and its affiliates and subsidiaries, including but not limited to, Flowi’s officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Flowi Platform or any Services, (iii) your, or anyone enrolled by you (if applicable), interaction with any Professional or use of any Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights. This defense and indemnification obligation will survive this Agreement and your use of the Services.

17. Dispute Resolution and Arbitration Agreement

17.1 Overview of Dispute Resolution Process. Flowi is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Flowi: (1) an informal negotiation directly with Flowi, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 17).  

17.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Flowi each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Flowi by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).

17.3 Agreement to Arbitrate. You and Flowi mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, our payment terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Flowi Platform, the Services, any payment services, or any content on the Flowi Platform (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Flowi agree that the arbitrator will decide that issue.

17.4 Exceptions to Arbitration Agreement. You and Flowi each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

17.5 Modification to ADRIC Arbitration Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Flowi agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which you and Flowi both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..

17.6 Modification of ADRIC Arbitration Rules - Legal Fees and Costs. You and Flowi agree that Flowi will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Flowi agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.

17.7 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

17.8 Jury Trial Waiver. You and Flowi acknowledge and agree that all arbitrable Disputes that may arise is likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.

17.9 No Class Actions or Representative Proceedings. You and Flowi acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class participant in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Flowi both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Flowi agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

17.10 Severability. Except as provided in Section 17.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

17.11 Changes. Notwithstanding the provisions of Section 4 (“Modification of these Terms”), if Flowi changes this Section 17 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Flowi (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Flowi.

17.12 Survival. Except as provided in Section 17.10, this Section 17 will survive any termination of these Terms and will continue to apply even if you stop using the Flowi Platform or terminate your use of the Flowi Platform and the Services.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Flowi Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Flowi Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

19. Applicable Law and Jurisdiction

The Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Flowi Platform, notwithstanding your domicile, residency or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.The Flowi Platform is intended for use only in jurisdictions where it may lawfully be offered for use.

20. General Provisions

20.1 Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Flowi and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Flowi and you in relation to the access to and use of the Flowi Platform.

20.2 Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between you and Flowi as a result of this Agreement or your use of the Flowi Platform.

20.3 No Third-Parties. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4 Severance. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5 Waiver. Flowi’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

20.6 Assignment. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Flowi' prior written consent. Flowi may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.

20.7 Notices. Unless specified otherwise, any notices or other communications to Professionals permitted or required under this Agreement, will be provided electronically and given by Flowi via email, Flowi Platform notification, or messaging service (including SMS).

20.8 Controlling Agreement. In the event of any conflict between the provisions contained in these Terms and any other terms, marketing materials, content, communications or emails used by Flowi, its representatives, employees, contractors or affiliates, the provisions of these Terms shall be controlling and take precedence with respect to the subject matter hereof that conflicts with any of the aforementioned.