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Welcome to Flowell!

Summary: This section provides a brief overview of the Flowell membership and program for certified health, fitness, nutrition and wellness trainers and coaches, hereby referred to as a Coach, outlining its purpose to provide guidance and resources to help them achieve success in their business.

 

These are Flowell’s terms of service, and they apply to all users of the Flowell platform and services. “We,” “our” or “us” refers to Flowell Inc. and our subsidiaries. “Flowell,” “App,” “Platform” and “Services” refers to the web-based platform, mobile app and any of the services offered by us.

 

This agreement, between Flowell and the participating health, fitness, nutrition or wellness trainer or coach (Coach), outlines the terms and conditions of the Flowell membership. The purpose of the membership is to offer digital tools, guidance, educational materials, and practical resources to support the Coach in advancing their business.

 

Flowell aims to provide the platform, resources, business coaching and professional network needed to help the Coach achieve success in their chosen field. This agreement is designed to clearly outline the obligations and responsibilities of both Flowell and the Coach, ensuring a clear understanding and positive outcome for both parties. By using Flowell you agree to these terms and to the other policies we post. Please read them carefully and let us know if you have any questions. 

Your Account on Flowell (Your Use of Our Services)

To summarize: You must be at least 18 years old to register for an account. If you are under 18 and looking to be a Coach, please get parental permission. You are responsible for your account.

In order to access the Services or create an account with Flowell if you want to become a Coach, you must be at least 18 years old or have your parent or guardian’s express permission. Please be sure your parent or legal guardian has reviewed and discussed these Terms of Service with you. You are responsible for providing us with accurate information when creating an account with us on our Platform.

You are also responsible for the security of your account and anything that occurs when someone has signed into your account. Please contact us at support@flowell.co if you believe your account has been compromised.

Linked sites

The App may contain links to other apps or websites (Linked Sites), which are not operated by the Company. The Company has no control over the Linked Sites, makes no warranties or representations in relation to the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms of use and service contained within each respective Linked Site.

Safety warnings

THE COMPANY OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW HEALTH OR FITNESS PROGRAM OFFERED BY THE COMPANY OR ANY COACH USING OUR APP OR THE SERVICES. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF YOUR QUEST TO ACCUMULATE REWARDS PERFORMING ACTIVITIES USING THE APP OR THE SERVICES, OR CONNECTED APPS AND DEVICES. THE USE OF ANY INFORMATION PROVIDED THROUGH THE APP AND THE SERVICES IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.

Disclaimer of representations and warranties

TO THE FULL EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THE APP’S OR SERVICES’ ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

Linking to the Flowell website

You may link to our home page, any public event registration pages, or your own website subdomain hosted by Flowell, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The FLOWELL website must not be framed on any other site, nor may you create a link to any part of the website other than the home page or your own website subdomain hosted by Flowell. We reserve the right to withdraw linking permission without notice. You must not create hyperlinks using any of the Company’s logos.

Description of the Services

You should be aware that personal data which you voluntarily include and transmit online on the Service or in a publicly accessible blog, chat room, social media platform or otherwise online, or that you share in an open forum such as an in-person panel or survey, may be viewed and used by others without any restrictions. We are unable to control such uses of your personal data, and by using the Service or any other online services you assume the risk that the personal data provided by you may be viewed and used by third parties for any number of purposes. 

If you connect to a third party service such as Facebook, LinkedIn or others through an icon or link on the Service or otherwise link your Flowell account with a third party service, we may share the contents of your post and associated information (such as your user name, the fact that your connection originated from the Service, and other relevant usage and diagnostic information) with such third party. With your one-time consent, we may also send information about the content you watch and your activities on the Service to such third parties. Once such information is shared, the use of your information will be subject to that service's privacy policy and this Privacy Policy will not apply. 

Third-party Apps 

Users may find advertising or other content through our Services that link to the sites and services of our partners, suppliers, advertisers, sponsors, licensors, and other third parties. Clicking on links to third-party websites, plug-ins and applications or enabling those connections may allow third parties to collect or share data about you. We do not control the content or links that appear on these sites and are not responsible for the practices employed by apps linked to or from our Services. In addition, these sites or services, including their

content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interacting on any other app, including apps which have a link to our App, is subject to that app's own terms and policies. Flowell is not a party to those agreements; they are solely between you and the third party. 

Terms of Payment 

Summary: This section outlines the payment terms, including the cost of the program, payment schedule, and acceptable methods of payment.

Fees 

 For Coaches, there are two fees associated with Flowell.

  1. Service fees for the usage of our Services vary based on the plan that the Coach selects. The Coach may be eligible to redeem a discounted price, subject to change at Flowell's sole discretion.

    1. Updated prices available at www.flowell.co/pricing

       

  2. Payment processing fees: 

    1. Stripe Payment Processing Fees: Once you set up a Stripe account and link a bank account to it, you may receive payments from clients. Stripe charges a fee of 3.4% + $0.50 per transaction. Stripe may charge an additional 1-2% in payment processing fees for non-US clients and Coaches, and may charge additional fees for payouts to non-US bank accounts.

    2. Apple's App Store Fees: When your clients make purchases through the Apple App Store, Apple charges a commission on the transactions. Apple typically charges a standard commission of 30% for in-app purchases and subscriptions during the first year of a subscription. However, it's worth noting that Apple introduced the App Store Small Business Program, which lowers the commission rate to 15% for developers and businesses with eligible earnings of up to $1 million per calendar year. Please refer to Apple's official documentation for the most up-to-date information on their fees and programs.

    3. Google's Play Store Fees: When you make purchases through the Google Play Store, Google charges a commission on the transactions. Google typically charges a standard commission of 30% for in-app purchases and subscriptions during the first year of a subscription. However, Google introduced a program called the Play Store Small Business Program, which reduces the commission rate to 15% for developers and businesses with eligible earnings of up to $1 million per calendar year. Please consult Google's official documentation for the latest details on their fees and programs1.

    4. It's important to note that the fees mentioned above are subject to change, and it is advisable to check the respective app store platforms for the most current fee structures and any applicable programs or discounts that may be available.

    5. No other processing fees are applied by Flowell. 

Payment Processing Penalties

All payments must be processed and authorized before the delivery of Services. In the event of non-payment, the participant will be notified of the non-compliance and Flowell will contact the bank if payment is not received within 15 days. 

 

If the Coach fails to make timely payments, or a payment device fails multiple charge attempts, Flowell reserves the right to restrict the participant's ability to attend or access the Services at its sole discretion.

 

Flowell makes no representations or warranties regarding the security and confidentiality of payment information, and the Coach assumes all risk in this regard. The Coach agrees to indemnify, defend, and hold Flowell harmless from any and all claims, losses, damages, expenses, or liability arising from the participant's use of the payment processing system. This section constitutes the entire agreement regarding payment and supersedes any prior or contemporaneous negotiations or agreements between Flowell and the participant.

Guarantees

Summary: This section outlines the guarantees provided by Flowell to Coaches who complete Flowell’s HFCBA and use its business tools.

Money-Back Client Guarantee  

If a Coach purchases a PLUS Bundle membership and completes any 3 levels of the HFCBA, by demonstrating completion of the 1:1 strategy sessions, learning and action objectives associated with each module in the HFCBA, and utilizing the business tools provided through the platform, and has not acquired one (1) paying client, the Coach may request that Flowell refund them 50% of their money, subject to the following conditions:

  • The Coach must submit a written request for a refund within 30 days of completion of their third (3rd) unique HFCBA level.

  • The written request must include a detailed explanation of why the Coach was not able to acquire a paying client.

  • Flowell reserves the right to verify the Coach’s completion of the HFCBA objectives, form submissions, chat messages, and use of the business tools.

  • Decision regarding eligibility will be made within 15 business days.

Renewals, Refunds and Cancellation 

Summary: This section outlines the policy for refunds and cancellations, including any conditions for a refund, fees, and the process for cancellations.

 

In accordance with the terms of this agreement, Flowell provides the following policies for refunds and cancellations for Coaches in the HFCBA. 

 

The provisions of this agreement shall govern in the event of any dispute or disagreement regarding the refund and cancellation policy. For Coaches, two policies are associated with Flowell based on your payment plan:

 

  1. Service cancellation and refunds eligibility vary based on the plan that the Coach selects:

    1. Annual Membership Plan Purchasers:

      1. Coaches who have made an annual payment for the program may cancel their membership at any time prior to the processing of the next annual payment.

      2. A Coach’s annual membership plan will not auto-renew. Once the payment has been processed for a period, no refund will be issued for the payment of that period. 

    2. Non-annual Membership Plan Purchasers: 

      1. Coaches who have chosen the non-annual payment option are not eligible for any refund.

      2. A Coach’s membership plan will auto-renew 3 or 6 months after the purchase date. Once the payment has been processed for a period, no refund will be issued for the payment of that period, unless a cancellation request is received by no less than 5 business days prior to the processing of the payment.

       

It is important to note that Flowell reserves the right to modify or update these policies, including the refund and cancellation policy, at any time and without prior notice, and any such changes will be binding upon participants.

Taxes

Summary: Flowell is not responsible for taxes incurred by using the platform, and coaches are responsible for reporting, filing, and paying their own taxes for income derived from the platform, with no tax withholding or tax advice provided.

 

Flowell is not responsible for any taxes you may incur by using the Platform other than as expressly stated. Coaches are responsible for reporting, filing and paying their own taxes for income derived from the Platform. We do not withhold any taxes from your funds earned on Flowell, nor do we give advice on filing taxes.

Delivery of Services 

Summary: This section outlines the delivery of the services offered in the HFCBA, including the timeline, quality standards, and responsibilities of both Flowell and the participating Coach.

 

As part of the services offered through the HFCBA, Flowell will provide delivery of materials and guidance via platform, chat, email and video call to participating Coaches. It is the responsibility of Flowell to provide materials that, when used in accordance with Flowell's suggestions, will provide the necessary experience and education for the Coach to generate revenue. However, it is important to note that the success of the Coach is ultimately dependent on their own efforts and abilities, including their ability to learn, implement the materials provided, and seek support from the Flowell team and other Coaches as needed.

 

Flowell makes no representation or warranty regarding the specific outcome or results that may be achieved by the Coach. This section is subject to change at Flowell's sole discretion and any changes made will be binding upon the participating Coach. In the event of any dispute or disagreement regarding the delivery of services, the provisions of this agreement shall govern.

Confidentiality and Non-Compete

Summary: This section outlines the obligations of confidentiality and non-competition for both Flowell and a participating Coach. 

 

In accordance with the terms of this agreement, a participating Coach agrees to maintain the confidentiality of the proprietary information, techniques, and materials provided by Flowell, which are intended solely for use in the delivery of the HFCBA. The participating Coach acknowledges that such information is confidential and constitutes valuable trade secrets of Flowell, and that its unauthorized use or dissemination may cause Flowell significant and irreparable harm.

 

The participating Coach agrees not to use, share, or disseminate any confidential information or materials obtained through their participation in the HFCBA with any third party or for their own financial gain. Additionally, the participating Coach agrees not to compete with Flowell in any manner that may negatively impact Flowell's business, including, but not limited to, offering coaching services similar to those offered by Flowell or using the proprietary information and techniques obtained through their participation in the HFCBA for their own financial benefit.

 

It is important to note that the participating Coach may coach anywhere they choose, but their obligations under this section remain in effect and are binding regardless of their location. The participating Coach agrees that in the event of any breach of this section, Flowell shall be entitled to seek injunctive relief, as well as any other remedies available at law or in equity, to protect its confidential information and trade secrets. In the event of any dispute or disagreement regarding this section, the provisions of this agreement shall govern.

Intellectual Property

Summary: This section outlines the ownership and protection of intellectual property, including any proprietary information and materials provided as part of the HFCBA.

 

This section outlines the ownership and use of materials, processes, and methods that are part of the HFCBA offered by Flowell.

 

It is acknowledged and agreed by the participating Coach that all materials, processes, and methods that are part of the HFCBA and any other course offerings, including but not limited to training materials, videos, audio recordings, and written materials, are the exclusive property of Flowell and are protected by intellectual property laws, including copyright and trademark laws.

 

The Coach acknowledges and agrees that they shall not use, distribute, or monetize any of the material provided by Flowell without the prior written consent of Flowell. In the event that the Coach creates or contributes any content to the HFCBA or any other course offerings, or to Flowell through participation in, or leadership, of any event or program, such content shall be deemed the property of Flowell, and the Coach shall grant to Flowell an irrevocable, perpetual, transferable, royalty-free license to use, sell, distribute, and manipulate such content in any manner, format, or medium, without further compensation to the Coach.

 

Flowell shall have the right to use the name, image, and likeness of the Coach in connection with the promotion and distribution of the HFCBA and any other course offerings, without further compensation to the Coach. Flowell shall make its best efforts to inform the Coach ahead of time of its intended use, but it is acknowledged that Flowell is not obligated to do so and that such use may occur without prior notice to the Coach.

 

In the event of any breach of the terms of this section by the Coach, Flowell shall have the right to immediately terminate the membership of the Coach and to seek any and all remedies available at law or in equity, including but not limited to injunctive relief, monetary damages, and attorney's fees.

Notices and Communication

Summary: This section outlines the methods of communication and notice between Flowell and the participating Coach.

 

This section outlines the methods of communication and notice between Flowell and the participating Coach.

 

Notices and communications from Flowell to the participating Coaches may be provided via platform, email, direct message, text message or video call, with a good faith effort to respond to inquiries within the same day as is reasonable. The participating Coach is responsible for keeping their contact information current and updating Flowell of any changes.

 

Flowell makes its best effort to inform participating Coaches of any changes to the courses, technology, materials, or personnel. However, Flowell has no obligation to inform participating Coaches of such changes and they should periodically review the terms and conditions of this agreement.

 

This agreement supersedes all prior or contemporaneous negotiations, representations, or agreements between the parties and constitutes the entire agreement between Flowell and the participating Coach regarding the subject matter contained herein.

 

In no event shall Flowell be held liable for failure to communicate via phone, as communication via email or platform is sufficient and acceptable under the terms of this agreement.

Dispute Resolution

Summary: This section outlines the process for resolving any disputes or disagreements that may arise during the program.

 

Governing Law 


The Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

Arbitration


You and Flowell agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the "AAA Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. **Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and Flowell are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

Costs of Arbitration 


Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules. If the value of your claim does not exceed $1,000 USD, Flowell will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

Forum

Any legal action against Flowell related to our Services must be filed and take place in Salt Lake County, Utah. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Salt Lake City, Utah, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and Flowell agree to submit to the personal jurisdiction of a state or federal court located in Salt lake County, Utah if your contract is with Flowell Inc.

Government Exception


If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware.

Modifications


We may update these Terms of Use from time to time. Continued use of the Platform indicates your acceptance of the updated Terms.  By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Flowell in accordance with the provisions of this “Disputes with Flowell” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.

Flowell Waiver - Medical Advice

To summarize: Clients of Coaches are aware of the risks of exercising and participating in health programs offered by Coaches. Please check with a licensed healthcare professional to ensure you are healthy enough to participate. Coaches do not give medical advice. You hold Flowell harmless for any issue that may arise from your use of Flowell or participation in programs offered by Coaches. We are also not responsible for sessions held outside of our Platform.

YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND THAT THE SESSIONS YOU MAY REGISTER FOR, ATTEND OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING FLOWELL (AS EITHER AN ATTENDEE OR A COACH), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM.

YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING FLOWELL (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN, INSTRUCTING, OR USING A CLASS) AND TO DETERMINE IF AND HOW USING FLOWELL IS APPROPRIATE FOR YOU. DO NOT USE FLOWELL IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING OR PARTICIPATING IN A COACHING SESSION, YOU SHOULD STOP IMMEDIATELY.

YOU ALSO UNDERSTAND AND AGREE THAT THE PLATFORM OFFERS FITNESS, NUTRITION AND RELATED INFORMATION THAT IS DESIGNED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING ON THE PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE PLATFORM AND/OR A CLASS AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL. THE USE OF ANY CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH FLOWELLIS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT, IN ACCORDANCE WITH THE SECTION ENTITLED “LIMITATION OF LIABILITY” BELOW, FLOWELL HAS NO LIABILITY FOR ANY DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION PERSONAL INJURY OR DEATH.

FLOWELL MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS AS TO OUR PLATFORM’S ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH FLOWELL’S PLATFORM, SERVICES AND/OR A COACHING SESSION WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL OR CONTENT.

THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS FLOWELL, ITS AFFILIATED ENTITIES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE PLATFORM AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND OR/USE OF ANY SESSION OR SERVICE (INCLUDING THOSE HELD OUTSIDE OF FLOWELL), INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE. THE FOREGOING INCLUDES, WITHOUT LIMITATION, ANY THIRD PARTY CLAIM OF INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OR INVASION OF PRIVACY ARISING FROM THE HOSTING OF YOUR CONTENT ON THE PLATFORM, AND/OR YOUR MAKING AVAILABLE THEREOF TO OTHER USERS OF THE PLATFORM, AND/OR THE ACTUAL USE OF YOUR CONTENT BY OTHER USERS OF THE PLATFORM OR RELATED SERVICES IN ACCORDANCE WITH THESE TERMS OF USE AND THE PARAMETERS SET BY YOU WITH RESPECT TO THE DISTRIBUTION AND SHARING OF YOUR CONTENT, AND/OR ANY ACTIVITY RELATED TO YOUR ACCOUNT, BE IT BY YOU OR BY ANY OTHER PERSON ACCESSING YOUR ACCOUNT WITH OR WITHOUT YOUR CONSENT UNLESS SUCH ACTIVITY WAS CAUSED BY THE ACT OR DEFAULT OF FLOWELL.

Warranty Disclaimer

To summarize: We do our best to make sure Flowell works as it should, but sometimes things happen.

WARRANTIES. FLOWELL IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL PRODUCE ANY SPECIFIC RESULTS AND/OR MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER FLOWELL, NOR OUR EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL FLOWELL’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID FLOWELL IN THE PAST THREE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

Summary: This section outlines the limitations of liability for both Flowell and the participating Coaches in case of any issues or disputes.

 

It is agreed that Flowell shall not be liable for any direct, indirect, incidental, special, or consequential damages, or any other damages or losses arising from or in connection with the services provided under this agreement.

 

In no event shall Flowell be held liable for any claim, suit, or demand brought against the Coach by any third party, including but not limited to clients introduced to the Coach through Flowell or otherwise. The Coach acknowledges and agrees that they are solely responsible for any actions taken in the course of their coaching services, and for ensuring compliance with all applicable laws and regulations.

 

The Coach shall indemnify, defend, and hold harmless Flowell and its affiliates, directors, officers, employees, agents, and assigns from any and all claims, demands, damages, losses, liabilities, and expenses, including reasonable attorney’s fees, arising from or in connection with the Coach's actions or inactions, or breach of this agreement.

 

This limitation of liability shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive the termination or expiration of this agreement.

Third-Party Services 

Our Services may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, LinkedIn, and Google). You may also need to use a third party’s product or service in order to use some of our Services (like a compatible mobile device to use our mobile apps). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Flowell is not a party to those agreements; they are solely between you and the third party.

Use of Materials

The Coach acknowledges that the materials and processes provided by Flowell (the “Materials”) are intended for use in coaching sessions and are not intended for use in any other manner. The Coach agrees to use the Materials only in accordance with the instructions and guidelines provided by Flowell and in no other manner.

 

The Coach agrees to indemnify, defend and hold harmless Flowell and its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from or in connection with Coach's use of the Materials.

 

The Coach represents and warrants that they have the right and authority to enter into this Agreement and to perform their obligations hereunder, and that their performance of such obligations will not infringe upon the rights of any third party.

 

This Waiver of Liability and Indemnification shall survive the termination of this Agreement and the Coach's use of the Materials.

Indemnification 

Summary: This section outlines the obligations of indemnification for both Flowell and the participating coaches in case of any claims or damages.

 

This section sets forth the obligations of indemnification between Flowell and the participating Coach in the event of any claims or damages arising out of or relating to the services provided under this agreement.

 

As a participating Coach, you agree to indemnify, defend, and hold harmless Flowell and its officers, directors, employees, agents, representatives, and affiliates (collectively, the "Flowell Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, incurred by the Flowell Indemnified Parties in connection with any third-party claims, suits, or proceedings arising from or relating to your provision of services under this agreement, including but not limited to claims for defamation, invasion of privacy, breach of contract, and any other claims arising from or related to your acts or omissions in connection with the services provided under this agreement.

 

Similarly, Flowell agrees to indemnify, defend, and hold you harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, incurred in connection with any third-party claims, suits, or proceedings arising from or relating to Flowell's provision of services under this agreement, including but not limited to claims for breach of contract and any other claims arising from or related to Flowell's acts or omissions in connection with the services provided under this agreement.

 

In the event of any indemnification claim, the indemnifying party shall have the right to control the defense of such claim, provided that the indemnified party shall have the right to participate in such defense at its own expense. The indemnifying party shall not settle any such claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed.

Everything Else (Miscellaneous)

Entire Agreement, Severability

These Terms and any referenced policies in the Terms are the entire agreement between you and us, and supersede all prior agreements. If any provision of these terms is held to be unenforceable, then that provision is modified to the extent necessary to enforce it. If a provision cannot be modified, it is severed from these terms, and all other provisions remain in force. If either party fails to enforce a right provided by these terms, it does not waive the ability to enforce any rights in the future.

Survival

The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

User Support 
 
We may provide you with support for your Account ("Support") via the following methods, which may include, without limitation: online self-help support center; forums; the Platform; email; and voicemail. For current information regarding Support, please contact the following Flowell: support@flowell.co.  

We will use commercially reasonable efforts to respond to Support requests within 48 hours after the request is placed. Support is available from 9:00 a.m. to 7:00 p.m. Eastern Standard Time on Monday through Friday, excluding USA holidays, provided that we do not guarantee any level of Support and may change our Support practices at any time.

Force majeure

The Company will not be in breach of these Terms of Use as a result of, or liable for, any failure or delay in the performance of the Company’s obligations under these Terms of Use to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by any event outside the Company’s reasonable control or any act or omission of you or any third party.

Changes to the Terms

We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes through the Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

Some Finer Legal Points

The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and Flowell regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.

Contact us

You can reach us at support@flowell.co

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