The website at https://flowinc.com (the “Website”) is offered by Flowinc, LLC. and its affiliates, including FTS Admin, LLC, FTS Tech, Inc. and FTS Tech, LLC, (collectively referred to herein as “Flow”) to provide general information about Flow and as a portal for those doing business with Flow pursuant to one or more written service agreements (each, a “Service Agreement”).
2. Legally Binding Agreement
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.
3. Additional Terms in Service and Other Agreements
Certain sections or pages of the Website may contain separate terms, which are in addition to these TOU. You should read those additional TOU carefully. By accessing such sections or pages, you agree to be bound by those TOU in addition to those set forth herein. In the event of a conflict, those additional terms will govern your use of those sections or pages. You may be asked to execute Service Agreements (and other supplemental agreements), in paper or electronic form, before You are permitted to access or use certain features or functionality within the Website (each, a “Supplemental Agreement”). In the case of Supplemental Agreements presented to You online, You authorize Flow to rely upon “checks” or “clicks” in designated locations that are attributable to Your Password as Your consent to the terms of such Supplemental Agreements. This TOU is in addition to any Supplemental Agreement and is not intended to supersede or modify any such Supplemental Agreement.
4. Monitoring Use of Website
5. Usage and Proprietary Rights
All right, title and interest in this Website and the Content is the exclusive property of Flow, except as otherwise expressly stated in it. Flow grants to You, for the term of Your use of the Website and agreement to this TOU, a personal, limited, non-exclusive, revocable (at any time), non-transferable and non-sublicense-able license to access the Website and the Content subject always to these TOU. You have no ownership rights in the Content, which is owned by Flow or our licensors, and which are protected under copyright, trademark and other intellectual property laws and other applicable laws. You receive no copyright or any other intellectual property right in or to the Content, even as to Content which You contribute. You may use the Content only for Your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any Content, including, but not limited to, any information, software, products or services obtained from the Website, except for the purposes expressly provided herein, without Flow’s prior written approval. You acknowledge that Flow may provide certain portions of the Content under license from Third Party Providers, and You agree to comply with any additional restrictions on Your usage that Flow may communicate to You from time to time, or that are otherwise the subject of an agreement between You and such licensors. Flow retains exclusive control over the Content, and reserve the right, at any time and in Our sole discretion, without prior notice to You, to (a) change, suspend or discontinue all or a portion of the Content; (b) impose limits on, restrict or terminate Your access to all or any portion of the Content; or (c) terminate Your license at any time and for any reason. You agree that Flow may monitor Your use of the Content.
6. User and Account Registration
In order to access and use available features of the Website, You may be required to register for a User Account tied to Your 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 may need to register for one of the following types of accounts on the Website:
- 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.
- Investor Account: An Investor (for this agreement, such term also including a potential investor that is actively considering, on a bona-fide basis, investing in one or more entities listed on the Flow platform) 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.
7. Trademarks of Flow and Others
All trademarks, service marks, slogans, logos, trade dress and other identifiers (“Marks”) displayed on the Website are the property of Flow, or of other parties. The names of other companies and third party products or services mentioned on the Website may be the trademarks or service marks of their respective owners. The Marks are protected by U.S. and foreign trademark, common law rights and statutes. You are prohibited from using any Marks for any purpose including, but not limited to, use on other materials, in presentations, as domain names, or as metatags, without the express written permission of Flow or such other party that may own the marks.
8. DMCA Notification
Flow respects the intellectual property rights of others and expects Users to do the same. Flow 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 Flow by sending an email to [email protected], or by mailing a letter to our Designated Copyright Agent using the contact information provided below.
548 Market St,
San Francisco, CA 94104
9. Third Party Links
Certain links may let You leave the Flow Website or otherwise potentially direct you to third party sites. The linked websites are not under the control of Flow and Flow is not responsible for the content of any linked website or any link or malware contained in a linked website, or any changes or updates to such websites. Flow is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement, investigation, verification or monitoring by Flow of such third party website.
10. Content not to be Construed as Solicitations or Recommendations; No Investment 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.
11. Disclaimer; No Warranties Made as to Content; No Responsibility to Verify or Update
THE SERVICES ON THE WEBSITE ARE PROVIDED ON AN “AS IS”,“WHERE IS” and “WHERE AVAILABLE” BASIS. ALTHOUGH FLOW TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION ON THE WEBSITE, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS AND FLOW HAS NO DUTY TO VERIFY OR UPDATE CONTENT. FLOW RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANYTIME AND WITHOUT NOTICE. NEITHER FLOW NOR ANY THIRD PARTY PROVIDER THAT CONTRIBUTES IN ANY MANNER TO THE CONTENT MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING WARRANTIES (A) WITH RESPECT TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE CONTENT; OR (B) THAT THE CONTENT SHALL BE UNINTERRUPTED OR ERROR FREE. FURTHER, FLOW AND ANY THIRD PARTY PROVIDER THAT CONTRIBUTES IN ANY MANNER TO THE CONTENT DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE CONTENT. YOU ASSUME THE ENTIRE RISK TO THE USE OF THE WEBSITE AND THE CONTENT.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FLOW OR ITS AFFILIATES, SUBSIDIARIES OR CONTROLLING ENTITIES OR THEIR THIRD PARTY PROVIDERS, CONTRACTORS OR TECHNOLOGY OR CONTENT PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES (THE “FLOW PARTIES”) HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY COSTS, LIABILITIES OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE CONTENT, INCONVENIENCE OR DELAY), CONSEQUENTIAL OR PUNITIVE (TOGETHER, “COSTS”), ARISING OUT OF, OR IN CONNECTION WITH, THESE TOU OR THE PERFORMANCE OR BREACH OF THESE TOU, YOUR OR ANY OTHER PERSON’S USE OF, OR INABILITY TO ACCESS THE CONTENT, OR FOR ANY INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION OR SERVICE MADE AVAILABLE TO YOU VIA THE WEBSITE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON STATUTE OR ARISING IN CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER ANY FLOW PARTY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF FLOW OR ANY THIRD PARTY PROVIDER OF SOFTWARE OR SERVICES. THIS LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION PROVIDED IN ANY APPLICABLE SERVICE AGREEMENT OR ANY OTHER AGREEMENT.
This limitation of liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., You cannot access Your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.
13. User Content
The Website may enable You to transmit, post, communicate or otherwise make available text, photos, videos, links, information, ideas, suggestions, content and other materials (“User Content”), including through the Website’s interactive features or functionality, such as chat features, message boards, forums and other communications tools. User Content may be accessible to and viewable by other users of the Website and the public. Flow does not claim ownership to User Content; however, by uploading or posting to the Website, You hereby grant to Flow, a worldwide, royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to You or any third party, to reproduce, transmit, print, publish, distribute, index, exhibit, perform, display (publicly or otherwise), create derivative works of, adapt, modify, translate, comment on, use, analyze and otherwise exploit User Content for any purpose, including the right to use Your name and likeness as contained therein, in whole and in part, in any format, media or channels now known or hereafter developed (including in connection with the Website and on third party applications, sites and platforms such as Facebook™, Twitter™ and YouTube™), without further notice to You and without further requirement of permission from or payment to You or any other person or entity. You acknowledge and agree that Flow may use any ideas, concepts, know how or techniques contained in User Content for any purposes whatsoever, including in advertising or informational articles.
14. Prohibited Conduct
While using the Website, You understand and agree that the following conduct is prohibited:
- accessing Website if You are under the age of 18 or permitting such access;
- accessing to the Website using automated or non-human means, including, through bots, scripts or similar devices;
- copying the Website, or violating any proprietary or intellectual property rights in this Website or the Content;
- reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the Website or any part thereof;
- reproducing, modifying, adapting, translating, creating derivative works of, selling, renting, leasing, loaning, timesharing, distributing or otherwise exploiting any portion of (or any use of) the Content except as expressly authorized herein, without our express prior written consent;
- introducing or attempting to introduce viruses or any other computer code, files, or programs that interrupts, destroys, or limits the functionality of any computer software, hardware, or telecommunications equipment;
- attempting to gain unauthorized access to our computer network or User accounts;
- transmitting, posting, or otherwise making available Content that is unlawful, false, or inaccurate;
- misrepresenting Your affiliation with or impersonating any person or entity;
- interfering with or disrupting the Website;
- attempting to breach or circumvent the security and authentication measures of the Website; or
- misrepresenting the Content on this Website, or misinforming others about the ownership of the Content or this Website.
Engaging in any of the foregoing conduct may also subject You to civil and criminal penalties.
15. Warranties You Give Flow Regarding Your User Content
As to all User Content which You post on the Website, You represent and warrant to Flow as follows:
- You are solely responsible for User Content. This means You, and not Flow, are entirely responsible and liable for any claims, loss or damages relating to User Content. When You post User Content, You represent and warrant You have permission to do so, including permission from any third parties whose names or likenesses are included.
- User Content Must Be Yours. This means You have created the content or materials containing User Content and, where applicable, You must have permission from everyone whose name or likeness is contained in Your content or materials to share such content or materials. User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not post any content or materials that belong to a third party (including any content that You might have found elsewhere on the Internet). If You are not authorized to speak on behalf of a company, please do not do so. Anything You say or post on the Website should reflect Your true opinions or experiences.
- User Must Comply with All International, Federal, State and Local Laws. 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 local law.
- User Content Must Be Accurate and Truthful. Do not impersonate any other user, person or company or upload or post any content or material that You know is inaccurate, fraudulent, or deceptive4. User Content Must Not Include Sensitive Information. Please avoid including Your sensitive personal information (such as Your social security number, credit card number, etc.) in any User Content posted.
- Feedback. If You provide to Flow any ideas, proposals, suggestions or other materials (detailed in this section “E” and referred to as “Feedback”), whether related to the Website, our programs or otherwise, such Feedback will be deemed to be User Content, and You hereby acknowledge and agree such Feedback is not confidential, and Your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Flow under any fiduciary or other obligation.
- Authority. You have all rights necessary to grant the licenses granted in this section, and User Content, and Your provision thereof through and in connection with the Website, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any other rights with respect to attribution of authorship or integrity of materials regarding User Content You may have under any applicable law under any legal theory.
- Flow Use Policy. User Content Must Comply with Flow’s Acceptable Use Policy: Don’t post User Content or materials that: (i) are obscene or that promote illegal activity; or (ii) defame, abuse, harass, threaten or otherwise violate the legal rights of others (including rights of privacy and publicity); or (iii) contain hate speech, nudity or violence.
- No Commercial Information in User Content. User Content Must Not Be Commercial. Don’t post advertisements, offers, or other commercial content designed or intended to sell Your, or a third party’s goods or services.
- Flow is entitled to rely upon these representations made by each User. Each User/Client is also responsible for ensuring that its use of the Website, is in complete 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.
16. Additional Responsibilities of 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.
By using this Website, You agree 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 TOU 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.
18. Use of Electronic Communications and Signatures
You agree that Your 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.
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: (i) all documents, statements, data, records and any other communications regarding Your relationship with Flow; (ii) all communications, and deliverables for the services including electronic delivery of fund documents, K-1 tax information, and other financial statements and reports; and (iii) all notices or disclosures about a change in the TOU 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 TOU on which Flow provides such records and communications. Flow will provide notice of any such termination or change as required by law.
You are solely responsible for maintaining and updating promptly any changes to Your User, Organization, and Investor accounts to ensure delivery of all Electronic Communications.
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 Flow has 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.
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.
In order to access the Website, use its functionality, and retain Electronic Communications that Flow provides to You, Flow requires, at a minimum: (i) a valid email account; (ii) a computer or other device capable of accessing the internet with a commonly used browser (cookie-enabled) released in the past two years, such as a recent version of Google Chrome, Microsoft Edge, Mozilla Firefox, or Safari; (iii) a program capable of opening .PFD and similar files, (iv) an operating system, and as applicable e-mail software, capable of receiving, accessing and displaying Electronic Communications from Flow in electronic form via text-formatted email or access to our Website using a supported browser; and (v) 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.
19. Governing Law and Arbitration
These TOU 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. In the event that the parties resort to the courts, those courts shall be the federal or state courts situated in San Francisco, California, and, in such event, You and FLOW both irrevocably and unconditionally waive any right to a trial by jury of any issues whatsoever.
Sections XI, XII, XIV, XV and XVII shall survive and expiration or termination of these TOU or Supplemental Agreements.
21. Third Party Beneficiaries
To the extent the Content contains data or information provided by Third Party Providers or are otherwise contributed to by Third Party Providers, such Third Party Providers shall be considered third party beneficiaries of this TOU for purposes of Sections XI, XII, XIV, XV and XVII.
You may not assign, sublicense, delegate, subcontract or otherwise transfer Your rights, duties and obligations under this TOU to a third party without Our express written consent. Any instrument purporting to make an assignment or other transfer in violation of this provision shall be null and void.
If for any reason a court of competent jurisdiction finds any provision of this TOU, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this TOU, and the remainder of this TOU shall continue in full force and effect.
24. Entire Agreement
This TOU, together with any and all Supplemental Agreements and applicable Account or Client Agreements, constitute the entire agreement between You and Flow with respect to Your use or access of the Website or the Content.
Any cause of action with respect to the Website or the Content must be commenced by You within one year after the claim or cause of action arises. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity.
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.
27. Changes to TOU and Supplemental Agreements
28. Commitment to Privacy
29. Accessibility Statement
Flow is s committed to providing a website that is accessible to the widest possible audience, regardless of technology or ability. Flow is actively working to increase the accessibility and usability of the Website and in doing so attempt to achieve applicable standards and guidelines.
30. Contact Us