Terms of Service
IT IS IMPORTANT THAT YOU READ ALL OF THESE TERMS OF SERVICE CAREFULLY.
Last Updated December 13, 2016
Acceptance of Terms of Service
These Terms of Service ("Terms") govern your access and use of the websites available under the domain name "getflow.com" (the "Sites") which are owned and operated by Flow Technologies, Ltd. ("Flow") and all Flow services made available to you on, through or in association with the Sites or Flow's task management and online collaboration application (the "Services"). By accessing or using the Sites or Services you are indicating your acceptance to be bound by these Terms. If you do not accept these Terms, you must not access or use the Sites or Services. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITES OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITES AND SERVICES. Flow may revise these Terms at any time by updating this posting. Use of the Sites and Services after such revisions are posted will signify your agreement to the revised Terms. You should visit this page periodically to review these Terms and any revisions.
By accessing or using the Sites or Services you represent and warrant that you are of the age of majority or older in the jurisdiction in which you reside. YOU MUST NOT ACCESS THE SITES OR USE THE SERVICES IF YOU ARE NOT OF THE AGE OF MAJORITY OR OLDER IN THE JURISDICTION THAT YOUR RESIDE.
All content displayed or otherwise accessible through the Sites or Services, including, without limitation, information, news, editorials, communications, text, charts, graphs, data, photographs, images, graphics, music, videos, sounds, user interfaces, features, applications, computer software and code (collectively, the "Site Content") are protected under Canadian, U.S. and foreign copyright and other laws, and are owned by Flow, its licensors or the party accredited as the provider of the Site Content. You shall abide by all copyright notices, information and restrictions provided on or through the Sites or Services respecting the Site Content. You may access the Site Content for your personal use solely as intended through the functionality provided by the Sites or Services. You may not copy, reproduce, sell, license, lease, transfer, assign, modify, adapt, translate, arrange, publish, display, host, distribute, reverse engineer, decompile, disassemble, prepare derivative works based on, re-post, make available to any person, or otherwise use, either directly or indirectly, any of the Site Content, in whole or in part, in any form or by any means whatsoever, without the prior written consent of Flow or the provider of the Site Content.
The Sites or Services may provide features that allow you and other users to post or submit content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “User Content”), to Flow for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all User Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
Flow will use User Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any User Content on or through the Sites and/or the Services, you grant to Flow a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such User Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your User Content in order to provide the Services.
You represent and warrant that you own your User Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Flow or Flow’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
You agree that Flow is not responsible for any violations of any third party intellectual property rights in any User Content that you submit to Flow. You agree to pay all royalties, fees and any other monies owing to any person by reason of the User Content uploaded, displayed or otherwise provided by you to the Sites.
Third Party Services
Services operated by third parties ("Third Party Services") may be made available to you on, through, or in connection with the Sites or Services. Third Party Services may include messaging services, mobile services, features, content, applications, software, data feeds, or other services offered to you by third parties from time to time. Third Party Services may be made available to you through website links, embedded applications, embedded content, applications installed on your computing or mobile device, cookies, and other technological mechanisms. Third Party Services may access your Flow user account information, profile information, activity information, content and other information related to your use of the Sites or Services, and share your information with third party websites and services, as authorized by you. Similarly, Third Party Services may disclose to or through the Sites or Services user account information, profile information, activity information, content and other information related to your use of the Third Party Services.
Flow does not endorse any Third Party Services and is not responsible or liable for your use of Third Party Services or any losses or damages arising from your dealing with any Third Party Services. Your use of Third Party Services is solely at your own risk and in accordance with any agreements that you have with the third party providers of the Third Party Services. Flow does not make any representations or warranties, and disclaims all representations, warranties and conditions, whether expressed or implied, respecting any Third Party Services, including, without limitation: (a) the legality, accuracy, completeness, reliability, suitability, availability, security or timeliness of any Third Party Services, or the ability of any Third Party Services to meet your requirements or provide specific results; (b) the performance, merchantability, quality, fitness for a particular purpose, quiet enjoyment, non-infringement, or title of any information, material, content, software, goods or services on or made available through any Third Party Services; (c) the operation of any Third Party Services or that such services will be uninterrupted or error free, that defects or errors in such services will be corrected or that such services will be free from viruses or other harmful components; or (d) the collection, use, storage, disclosure or security of any information or content that you provide to such Third Party Services.
This section does not apply to User Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Flow related to the Services, the Sites or Flow or its business (“Feedback”) are and shall be Flow’s exclusive property without any compensation or other consideration payable to you by Flow, and you do so of your own free will and volition. Flow may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Flow may decide into the Sites, its software, the Services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Flow in any Feedback and, as applicable, waive any moral rights.
General Use of the Sites and Services
In your use of the Sites and Services, you agree to act responsibly in a manner demonstrating the exercise of good judgment. You agree not to post or submit User Content or use the Sites or Services to send communications to others that: (a) are unlawful, threatening, abusive, libelous, defamatory, slanderous, obscene, vulgar, pornographic, profane or indecent, including, without limitation, User Content or communications constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law; (b) violate or infringe upon the rights of any person, including, without limitation, privacy or publicity rights, intellectual property rights (including, without limitation, copyright, patent, trade secret, and trade-mark rights), or other rights, without first obtaining permission from the rights holder; (c) promote racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of majority in a sexual or violent manner, or provides instructional information about illegal activities; (d) solicits passwords, financial information or personal identifying information for commercial or unlawful purposes; (e) contains or creates viruses or other harmful components; (f) constitutes junk mail, chain letters, unsolicited mass mailing or spam; (g) contains advertising or which engages in commercial activities and/or sales, or which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes; or (h) assist any person in doing any of the foregoing.
In addition, you agree not to: (a) use the Sites, Site Content or Services for any illegal or unauthorized purpose; (b) attempt to gain unauthorized access to any portion of the Sites, Site Content or Services; (c) sell, resell, rent, lease or sublicense any aspect of the Sites, Site Content, or Services; (d) interfere with or damage the Sites, Site Content or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (e) reproduce or circumvent the navigational structure or presentation of the Sites, Site Content or Services; (f) collect or store any information about any other user of the Sites or Services other than in the course of the permitted use of the Sites, Site Content or Services; (g) misrepresent or falsely state your true identity, including, without limitation, impersonating another person or entity; (h) remove any copyright, trade-mark or other proprietary right notices on or associated with the Sites, Site Content or Services; (i) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Sites, Site Content or Services; (j) use the Sites or Services to send communications to persons with whom you do not have an existing relationship or who are unlikely to recognize you as the source of the communication; (k) use the Sites or Services to send communications to distribution lists, newsgroups or other group aliases; (l) use the Sites or Services to harass, stalk, or send unsolicited or unwanted communications to another person, including, without limitation, junk mail, chain letters, unsolicited mass mailing or spam; or (m) assist any person in doing any of the foregoing.
You also agree to comply with all usage limits respecting the Sites, Site Content and Services as specified by Flow from time to time in its sole discretion, including, without limitation, limits on storage space, bandwidth usage, number of connections/collaborators/messages, number of simultaneous logins or instances of the Sites or Services, number/frequency of calls to the Sites or Services or application programming interfaces made available on or through the Sites or Services.
Interactions with Other Users
You are solely responsible for your interactions with other users of the Sites or Services, including, without limitation, the User Content you post on or through the Sites or Services and through your communications to other users. Flow will not be responsible for any damage or harm resulting from your interactions with other users.
You understand that Flow does not in any way screen users, nor does Flow inquire into the backgrounds or identities of its users or attempt to verify their statements. Flow reserves the right, but has no obligation, to monitor all interactions between you and other users and to take any action in good faith to restrict access to or the availability of any User Content that Flow may consider to be illegal or in violation of these Terms.
Communications sent through the Sites or Services between you and other users that are not readily accessible to the general public may be reviewed by Flow for compliance with these Terms, but will be treated as private to the extent required by applicable law. You are solely responsible for, and agree to take reasonable precautions in, all interactions with other users. If you feel threatened by another user or believe someone else is in danger, you should contact your local law enforcement agency immediately.
You may be required to select a username and password when registering for a User Account. This user name and password may be required to access certain portions and features of the Sites and Services and may only be used by you. Your username and password may not be disclosed to or used by any other person. You are solely responsible for maintaining the confidentiality and security of your username and password, and for all activities that occur under your username and password. Flow will not be responsible or liable for any loss or damage arising from any use of the Sites or Services that occurs using your username and password. You agree to notify Flow immediately of any unauthorized use of your username, password or User Account or any other breach of security, and to ensure that you log-off from your User Account at the end of each session.
Paid Subscription Services
Certain portions or features of the Sites or Services may only be made available on paid subscription-basis ("Paid Services"). Flow reserves the right, to be exercised in its sole discretion, to convert any free portion or feature of the Sites or Services that it may make available from time to time, into a Paid Service, or vice versa. In addition to the terms and conditions provided in these Terms, Paid Services will be governed by the following:
(a) Free Trial
Flow may, from time to time, make certain Paid Services available on a free trial basis for a limited period of time ("Free Trial"). Except as explicitly provided otherwise by Flow in an authorized offer for a Free Trial, to be eligible for a Free Trial offered by Flow in respect of a particular Paid Service, you must satisfy the following criteria: (a) you must not already be subscribed to receive the Paid Service on a paid basis (b) you must not already be participating in a Free Trial for the Paid Service or have previously participated in a Free Trial for the Paid Service; and (c) you must register a valid User Account. Upon the earlier of the expiration of the Free Trial for a Paid Service or your election to subscribe to the Paid Service on a paid basis, the Free Trial will automatically terminate and you will no longer be eligible to participate in any future Free Trials for the Paid Service. Flow reserves the right to modify the terms of any Free Trial and the eligibility criteria required for participation in any Free Trial, at any time at is sole discretion.
(b) Paid Subscription
In order to subscribe for a Paid Service (other than as part of a Free Trial), you must register a valid User Account and provide current, valid and supported billing and payment information ("Payment Information") to Flow. A Paid Service will not be activated until your Payment Information is validated and Flow receives payment for the Paid Service. In addition, you agree to maintain current, valid and supported Payment Information with Flow. You may update your billing and payment information through the "Account Billing Tab" available on the Sites. Currently, Flow supported payment methods are MasterCard, Visa or American Express. Payments will be charged in U.S. dollars. Flow reserves the right to modify its supported payment methods at any time at its sole discretion. Flow will endeavor to provide you with at least 30 days notice of any change to supported payment methods that will require a change to your Payment Information in order to continue receiving a Paid Service.
By registering for a Paid Service (other than as part of a Free Trial), you represent that you are authorized to use the Payment Information that you have provided to Flow, and you authorize Flow to charge the subscription fees ("Subscription Fee") and all Applicable Taxes (defined below) associated with the Paid Service using your Payment Information. Subscription Fees and Applicable Taxes are due, and will be charged using your Payment Information, in advance, at the time of purchase and on a recurring basis near the beginning of each payment period ("Payment Period") as selected or required with the Paid Service. Unless specifically specified otherwise, all subscriptions for Paid Services will automatically renew for successive Payment Periods upon the expiration of each Payment Period unless cancelled by you or terminated/discontinued by Flow in accordance with these Terms.
Subscription Fees are exclusive of, and you shall be responsible for, all taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with the Paid Services ("Applicable Taxes"), including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due to Flow in connection with the Paid Services, except for tax based solely on the net income of Flow. If Flow is required to pay any Applicable Taxes in connection with any Paid Services that you have subscribed to, you authorize Flow to charge those Applicable Taxes using your Payment Information.
(d) Modification of Services/Subscription Fees by Flow
Flow reserves the right to modify the Services, Paid Services and Subscription Fees from time to time at its sole discretion. Flow will provide you with notice ("Change Notice") of any material modifications to a Paid Service or associated Subscription Fee for which you have subscribed by sending an email to the email address that you have registered under your User Account. If you do not cancel your Paid Services within 30 days from the date of the Change Notice, you will be deemed to have irrevocably accepted the modifications to the Paid Services and Subscription Fees identified in the Change Notice.
(e) Cancellation, Upgrade or Downgrade of Paid Service by You
Your subscription and obligation to pay for a subscribed Paid Service will continue indefinitely until cancelled by you or terminated/discontinued by Flow. For some Paid Services, you may be entitled to upgrade or downgrade the Paid Service to the extent and on the terms permitted by Flow from time to time. By upgrading or downgrading a Paid Service, you authorize Flow to charge any associated changes to the Subscription Fee in accordance with the payment terms for Subscription Fees and Applicable Taxes described above.
The cancellation, upgrade or downgrade of a Paid Service may be requested through the "Account Billing Tab", however, you acknowledge that such cancellation, upgrade or downgrade may not be effective for up to 5 business days after receipt of such request by Flow. Accordingly, in order to avoid being charged the then-current Subscription Fee for a Paid Service for the next Payment Period, you must cancel, upgrade or downgrade the Paid Service at least 5 business days prior to the start of the next Payment Period. UPON CANCELLATION, UPGRADE OR DOWNGRADE OF A PAID SERVICE BY YOU, OR UPON TERMINATION/DISCONTINUANCE OF A PAID SERVICE BY FLOW, YOU WILL NOT BE REFUNDED OR PROVIDED CREDIT FOR SUBSCRIPTION FEES OR APPLICABLE TAXES FOR ANY REMAINING PORTION OF THE CURRENT PAYMENT PERIOD OR FOR ANY CHANGE TO THE SUBSCRIPTION FEE OR APPLICABLE TAXES RESULTING FROM AN UPGRADE OR DOWNGRADE OF THE PAID SERVICE.]
You acknowledge and agree that Flow that upon cancellation of a Paid Service, Flow is entitled to immediately deactivate or delete your User Account and any User Content associated with the Paid Service.
(f) Late Payments
If Flow does not receive payment of the Subscription Fee and Applicable Taxes for a Paid Service when due, Flow reserves the right to terminate or suspend your subscription to the Paid Service at its sole discretion.
Discontinuance of Service
Flow reserves the right at any time to modify or discontinue, temporarily or permanently, any portion of the Sites, Site Content or Services without prior notice. You agree that Flow will not be liable to you or to any third party for any modification or discontinuance of the Sites, Site Content or Services .
Flow may at any time, without notice, in its sole discretion and without cause, terminate your right to access or use the Sites, Site Content and Services (or any portion thereof). Flow may also terminate your right to access and use the Sites, Site Content and Services (or any portion thereof) if you breach any of these Terms. You agree that any termination of your access to the Sites, Site Content or Services may be effected without prior notice, and acknowledge and agree that Flow may immediately deactivate or delete your User Accounts and any User Content and/or bar any further access to such User Accounts and User Content and the Sites, Site Content and Services. Further, you agree that Flow will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to the Sites, Site Content or Services or any deactivation or deletion of your User Accounts or User Content.
Access to the Sites, Site Content and Services requires Internet connectivity. You are solely responsible for all communication fees and charges that you incur in relation to your access of the Sites and Services, including without limitation, fees and charges respecting cellular, data, WiFi, Internet, and network access or usage.
Disclaimer of Warranties
THE SITES, SITE CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BY ACCESSING OR USING THE SITES OR SERVICES YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITES, SITE CONTENT AND SERVICES IS ENTIRELY AT YOUR OWN RISK. FLOW MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) THAT THE SITES, SITE CONTENT OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE, AVAILABLE, SECURE, TIMELY, MEET YOUR REQUIREMENTS, OR PROVIDE SPECIFIC RESULTS; (B) REPRESENTATIONS, WARRANTIES AND CONDITIONS OF PERFORMANCE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USE OF TRADE; (C) THAT THE OPERATION OF THE SITES OR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (D) THAT DEFECTS OR ERRORS IN THE SITES, SITE CONTENT OR SERVICES WILL BE CORRECTED; (E) THAT THE SITES, SITE CONTENT OR SERVICES WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; OR (F) THAT COMMUNICATIONS TO, FROM ,THROUGH OR IN CONNECTION WITH THE SITES OR SERVICES WILL BE SECURE OR NOT INTERCEPTED.
THE SITES AND SERVICES ARE OFFERED AND CONTROLLED BY FLOW FROM ITS FACILITIES IN CANADA. FLOW MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW
Limitation of Liability
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL FLOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "LOW RELATED PARTIES") BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA, LOST USE, LOST OPPORTUNITIES, LOST PROFITS, LOSS OF GOODWILL, DAMAGE TO PROPERTY, THIRD PARTY CLAIMS, OR ANY OTHER ECONOMIC LOSS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF A FLOW RELATED PARTY KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE FLOW RELATED PARTIES' AGGREGATE AND COLLECTIVE LIABILITY RESPECTING ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THE SITES, SITE CONTENT, SERVICES OR THESE TERMS, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS THAT YOU HAVE PAID TO FLOW, IF ANY, AND (B) FIFTY CANADIAN DOLLARS (CDN$50); EVEN IF A FLOW RELATED PARTY HAD BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ANY FLOW RELATED PARTY BE LIABLE FOR ANY LOSS, DAMAGE OR ARISING FROM THE FAILURE OF A FLOW RELATED PARTY OR YOUR FAILURE TO PROTECT YOUR USERNAME OR PASSWORD.
THE FLOW RELATED PARTIES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY USER, SERVICE PROVIDER, ADVERTISER OR SPONSOR OF THE SITES, SITE CONTENT OR SERVICES (COLLECTIVELY, "THIRD PARTY USERS"). UNDER NO CIRCUMSTANCES SHALL ANY FLOW RELATED PARTY BE LIABLE FOR ANY INJURY, LOSS, DAMAGE (INCLUDING SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES) OR EXPENSE ARISING IN ANY MANNER WHATSOEVER FROM (A) THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY USER, OR (B) ANY USE OR INABILITY TO USE ANY INFORMATION, MATERIALS, SOFTWARE, CONTENT, GOODS OR SERVICES LOCATED ON OR MADE AVAILABLE THROUGH ANY WEB SITE OR SERVICE LINKED TO OR FROM THE SITES, SITE CONTENT OR SERVICES. IF YOU DECIDE TO ACCESS OR USE ANY WEB SITE OR SERVICE LINKED TO OR FROM THE SITES, SITE CONTENT OR SERVICES (OR ANY INFORMATION, MATERIALS, SOFTWARE, CONTENT, GOODS OR SERVICES ON OR MADE AVAILABLE THEREFROM), YOU DO SO ENTIRELY AT YOUR OWN RISK.
YOU HEREBY RELEASE EACH FLOW RELATED PARTY FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST ANY FLOW RELATED PARTY, ARISING FROM YOUR PURCHASE OR USE OF ANY THIRD PARTY GOODS, SERVICES, SOFTWARE, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SITES, SITE CONTENT OR SERVICES OR LINKED TO OR FROM THE SITES, SITE CONTENT OR SERVICES .
TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, FLOW’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW.
Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITES, THE SERVICES, AND/OR THESE TERMS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
You agree to indemnify, defend and hold harmless the Flow Related Parties from and against any and all loss, liability (including, without limitation, settlements and judgments) and expense (including, without limitation, actual attorneys' fees and expenses and court costs) arising out of: (a) any third party claim against any Flow Related Party alleging that User Content or communications posted or submitted to or through the Sites or Services by you infringes the third party's intellectual property rights, privacy rights, publicity rights or other rights; (b) any breach by you of any provision of these Terms and/or any representation or warranty set out herein; or (c) any cost or expense incurred by any Flow Related Party in the enforcement of this provision. Flow will have the right, in its sole and unfettered discretion, to control the defense and settlement of any action or proceeding against any Flow Related Party that you are bound to defend pursuant to the foregoing.
Governing Law and Jurisdiction
If there is any dispute between you and Flow about or involving these Terms, the Sites or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.
Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with these Terms will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English.
Any claim, proceeding or action that arises under these Terms shall submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise involving the ownership of intellectual property, howsoever arising, provided always that Flow may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
You agree that these Terms is specifically enforceable by Flow through injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Flow does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Flow has the benefit of under any applicable law), this will not be taken to be a formal waiver of Flow’s rights and that those rights or remedies will still be available to Flow.
Any consent by Flow to, or waiver of, a breach of these Terms which you have committed, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. You may not assign or transfer these Terms or any right or obligation hereunder. If any term or provision of these Terms is held by a court of competent jurisdiction to be invalid, it shall be severed and the remaining provisions shall remain in full force without being invalidated in any way. These Terms are not intended to create a partnership, joint venture, or agency relationship between the parties. Except for any applicable agreements with Flow or policies of Flow that expressly reference these Terms, these Terms form the entire agreement between you and Flow relating to the matters contained herein.