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Terms of Use

  • Updated

Last modified: August 10, 2020

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“User” or “you”) and FTS Tech LLC (“Flow”). This Agreement governs your access to and use of the website application https://flowinc.app (“Website”) and the information, materials, communications and other content, including that which is provided by third parties that are made available on or through the Website (“Content”). 

If you are a paying customer (a “ Client”) of our Services, you are also subject to the terms of our service agreement ("Service Agreement"). For the avoidance of doubt, Flow’s obligations, if any, with regard to the Website and Services are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements. 

By accessing or using this Website you agree that you have read, understood, and agree to be bound by this Agreement, Flow’s Privacy Policy, and other policies or notifications posted on the Website, each of which is incorporated by reference and each of which may be updated by Flow from time to time without notice to you. If you do not agree to abide by this Agreement or to modifications that Flow may make to this Agreement in the future, do not use or access or continue to use or access the Website. Capitalized terms not otherwise defined herein shall have the meaning set forth in the agreement to which they pertain. 

Updates

Flow may from time to time in its sole discretion develop and provide Website updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features. Such updates may also modify or delete in their entirety certain features and functionality. You agree that Flow has no obligation to provide any updates or to continue to provide or enable any particular features or functionality. 

Restrictions on Access and Use

You shall not do any of the following:

  1. copy the Website, or violate any proprietary or intellectual property rights in this Website or the Content;
  2. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any part thereof; 
  3. remove, delete, alter, or obscure any trademarks or any copyright, trademark, or other intellectual property or proprietary rights notices, or references to these Terms of Use in the Content or the Website;
  4. transmit, post, or otherwise make available Content that is unlawful, false, or inaccurate; 
  5. misrepresent your affiliation with or impersonate any person or entity; 
  6. interfere with or disrupt the Website, 
  7. attempt to breach or circumvent the security and authentication measures of the Website; or
  8. misrepresent the Content on this Website, or misinform others about the ownership of the Content or this Website.

User and Account Registration

In order to access and use the features of the Website, you are required to register for a User Account tied to the email address you or an authorized third-party provides during onboarding. Additionally, in order to use certain features of the Website, under your User Account you will need to register for one of the following types of accounts on the Website:

  1. Organization Account: A Client may register for an Organization Account, where they may subscribe to our Services, create and manage investment funds and, grant designated representatives and/or third-party service providers access to the Organization Account. Service providers may be granted full organization account or fund level access which will enable Users to view, edit, and otherwise interact with the information and services pertaining to the level of access granted. 
  2. Investor Account: An Investor may register for an Investor Account, where they may create and manage investment profiles, review and sign investment offering materials, view notices and reports,  and grant designated representatives investment profile access. Investor account team members may be granted full investor account access which will enable these Users to view, edit, and otherwise interact with the information and services pertaining to the level of access granted. 

You are responsible for all Content and information you provide through the Website. All personal information collected from you is governed by our Privacy Policy You are responsible for maintaining the security and confidentiality of your user, organization, and investment account information, and for the activities of all third-parties you authorize to access and maintain your account(s). You agree to notify Flow of any unauthorized use of your user account or any other breach of security by contacting us at support@flowinc.com. 

User Representations

By accessing and using the Website, you represent and warrant that:

  1. any and all registration information you submit will be true, accurate, current, and complete; 
  2. you will maintain the accuracy of such information and promptly update such registration information as necessary; 
  3. you have the legal capacity and you agree to comply with this Agreement; 
  4. you are not under the age of 18
  5. your use of the Website will not violate any applicable law or regulation; 
  6. you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise; and
  7. you will not use the Website for any illegal or unauthorized purpose;

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website. 

No Professional Advice

You agree that no Content on this Website constitutes or can be construed as either investment advice or a recommendation of securities by Flow. Additionally, you agree that the Content of this Website and the Services do not constitute nor can be construed as legal, tax, accounting, investment, financial, or other advice from Flow. Furthermore, Flow is not a fiduciary by virtue of any user’s use or access to the Website. 

Regulatory and Legal Compliance

General Requirements

You are solely responsible for knowing and complying with all international, federal, state, and other regulatory laws and requirements for the investment activities you engage in. This includes, but is not limited to, disclosures pursuant to the Securities Act of 1933, the Securities Exchange Act of 1943, the Investment Advisers Act of 1940, and the Investment Company Act of 1940, and applicable state and international law. 

Organizations

Each User, Client, and/or its Contract Designees, are responsible for the Content such User, Client and/or its Contract Designee posts. By posting Content the User, Client, and or its Contract Designees, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. 

Flow and any Investors are entitled to rely upon any representations made by the Client. Each User/Client is responsible for ensuring that its securities offering, including the use of the Website, is in compliance with all applicable law, regulation, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody duly authorized to exercise any administrative, judicial, executive, legislative, regulatory or taxing authority power of the foregoing. Each authorized representative of a User/Client accessing the Website hereby represents and warrants, on behalf of such User/Client, that its use of the Website is, and shall be at all times, in compliance with such applicable law.

Each User/Client hereby agrees to defend, indemnify and hold harmless Flow and its officers, directors, employees, agents, successors and permitted assigns and affiliates from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, resulting from any third party claim, suit, action or proceeding arising out of or resulting from such User/Client’s breach or violation of these Terms of Use by such User/Client or its employees, agents, customers, or affiliates or arising from such User/Client’s or its employees, agents, customers or affiliates use of the Website. 

Investors

Investors are solely responsible for conducting all legal, accounting, anti-fraud, and/or other due diligence on the transactions in which they invest. Investors should obtain investment, legal, and tax advice from their personal advisers before participating in a transaction, and with respect to their ongoing personal tax and legal compliance responsibilities. Investments are not insured or guaranteed in any way and may lose value or become worthless for a variety of reasons. Although the Website may provide information or content from organizations or other third parties relating to investment strategies, and/or offerings to purchase securities, you agree and represent that any decision to invest is made at your risk. 

Each Investor hereby agrees to defend, indemnify and hold harmless Flow and its officers, directors, employees, agents, successors and permitted assigns and affiliates from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, resulting from any third party claim, suit, action or proceeding arising out of or resulting from such Investor’s breach or violation of these Terms of Use by such Investor or its employees, agents, customers, or affiliates or arising from such Investor’s or its employees, agents, customers or affiliates use of the Website. 

Disclaimers and Limitation of Liability

Flow is not responsible for any User/Client Content posted on the Website, or in connection with the service, whether by you or by other users, including organizations, and third-parties you authorize to act on your behalf. Flow assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action. 

THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE PROVIDED, IS PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND RELATED SERVICES. NEITHER FLOW NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE WEBSITE. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES. 

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. 

Flow does not perform any independent due diligence on any offering, any issuer of securities, any person associated with an issuer, any person employed by an issuer, any person working for an issuer or participating in an offering, or any investor. 

Electronic Signatures, Records, and Communications

This E-sign Disclosure and Consent (“ E-sign Consent”) applies to all records and communications subject to this Terms of Use and the Services provided on the Website and/or pursuant to a Service Agreement. Visiting the Website, creating an account, sending us emails, completing online forms, signing documents, and all agreements, notices, disclosures, and other documents and messages provided to you electronically, via email, and on the Website constitutes electronic communications for purposes of this E-Sign Consent and the Electronic Signatures in Global and National Commerce Act ("Electronic Communications"). 

Electronic Signature Agreement

You agree that you use of a keypad, mouse, or other devices to input or modify or the selection of an item, button, icon or similar act/action or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosure or conditions constitutes your signature acceptance and agreement as if actually signed by you in writing (“ Electronic Signature”). You agree that your Electronic Signature is the legal equivalent of your manual signature. You also represent that you are authorized to enter this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement.

Your consent to use Electronic Signatures includes, but is not limited to:

  1. all forms, documents, materials, and agreements provided to you electronically, via email, and on the Website; and
  2. all policies, terms of service, and terms of use provided to you electronically, via email, and on the Website.

Consent to Electronic Records and Communications

You consent to receive Electronic Communications, and you agree that all agreements, notices, disclosures, and other communications provided to you electronically, via email, and on the Website, satisfy any legal requirement that such communication be in writing. You accept Electronic Communications provided via your account(s) as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations. Your consent to receive electronic records and communications includes, but is not limited to:

  1. all documents, statements, data, records and any other communications regarding your relationship with Flow; 
  2. all communications, and deliverables for the services including electronic delivery of fund documents, K-1 tax information, and other financial statements and reports; and
  3. all notices or disclosures about a change in the Terms of Use governing your access to the Website, privacy policies, or access to our services.

Flow may provide notices, including those regarding modifications to this Agreement, whether such notices are required by law or for other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notices on the Website. Flow reserves the right, in its sole discretion, to discontinue the provision of electronic records and communications, or to terminate or change the terms and conditions on which we provide such records and communications. We will provide notice of any such termination or change as required by law. 

You are responsible for maintaining and updating promptly any changes to your User, Organization, and Investor accounts to ensure delivery of all Electronic Communications. 

Withdrawing Consent

You may withdraw your consent to receive Electronic Communications at any time. You understand that any withdrawal of your E-Sign Consent will be effective only after we have had a reasonable period of time to process your request. Flow reserves the right to charge a reasonable fee for the provision of alternative methods of signature and record communication processing. 

Hardcopy Requests of Electronic Records 

You may request a hard copy version of all Electronic Communications. Flow reserves the right to charge a reasonable fee for the provision and mailing of hard copies. 

Hardware, Software, and Operating System Requirements

In order to access the Website, use its functionality, and retain Electronic Communications that we provide to you, we require at a minimum:

  1. a valid email account;
  2. a computer or other device capable of accessing the internet with a browser (cookie-enabled) released in the past two years, such as a recent version of Google Chrome,  Microsoft Edge, Mozilla Firefox, or Safari; 
  3. an operating system capable of receiving, accessing and displaying Electronic Communications from us in electronic form via text-formatted email or access to our Website using a supported browser; and
  4. local, electronic storage capacity to retain Electronic Communications or a printer to print them. 

Unsupported browsers may not receive the full functionality of the Website and services. You are responsible for the installation, maintenance, and operation of your hardware, software, and operating system. 

Contact Us

You can update your information, request a hard copy, or withdraw consent with respect to this E-sign Consent by contacting us at support@flowinc.com. 

Copyright Policy

Flow respects the intellectual property rights of others and expects Users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“ DMCA”). 

If you believe that any material or Content available on or through the Website or the service infringes upon any copyright you own or control, please notify us by sending an email to copyright@flowinc.com, or by mailing a letter to our Designated Copyright Agent using the contact information provided below. 

Postal Address: 
Flow Inc. 
Attn: Copyright
548 Market St. #91771
San Francisco, CA 94104

All notifications should meet the minimum requirements of DMCA 17 U.S.C. Section 512(c)(3) and include the following information:

  1. your contact information, including your address, telephone number, and an email address; 
  2. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 
  3. identification of the copyrighted work claimed to have been infringed; 
  4. 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 us to locate the material; 
  5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 

Flow reserves the right to remove Content or materials alleged to infringe or otherwise violate copyright works without prior notice and at our sole discretion. 

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. 

Governing Law and Arbitration

These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. 

Any claim, dispute or controversy arising under this Agreement shall be determined by JAMS Arbitration. Any arbitration under the terms of this Agreement shall comply with and be governed by the arbitration rules and procedures of JAMS. Any arbitration shall take place in San Francisco, California. You and Flow agree and consent to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right you may have to object to either the method of jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorneys’ fees, and the decision of the arbitrator is final and binding on the parties. 

Entire Agreement

This Agreement, our Privacy Policy, and for Clients, our Service Agreement constitutes the entire agreement between you and Flow with respect to your use and access to the Website and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Website. For the avoidance of doubt, Flows obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

Contact Us

In order to resolve a complaint regarding the Website or if you have any questions about these Terms of Use, please contact us at support@flowinc.com.

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