Terms of Service

DRAFT v1.0 — prepared for review by qualified counsel before publication. Replace bracketed placeholders.

Version: 1.0 Effective date: [EFFECTIVE DATE] Published at: flowagenci.com/legal/terms

These Terms of Service (the "Terms") are an agreement between [FLOWAGENCI LLC LEGAL NAME], a [STATE] limited liability company with its registered address at [REGISTERED ADDRESS] ("FlowAgenci", "we", "us" or "our"), and the organization or individual that subscribes to or uses the Service (the "Customer" or "you"). They govern access to and use of Flow, our software-as-a-service platform for agencies.

Please read these Terms carefully. The following documents are part of them and incorporated by reference:

1. Acceptance and eligibility

1.1 Acceptance. You accept these Terms by doing any of the following:

creating an account
starting a trial
clicking a button or checking a box that references them
completing an Order
accessing or using the Service

If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case "Customer" refers to that entity. If you do not have that authority, or do not agree with these Terms, do not use the Service.

1.2 Business use. The Service is designed for businesses and professionals, such as agencies, studios and freelancers. You represent that you are using it for business or professional purposes and not as a consumer. Where applicable law nonetheless grants you consumer rights that cannot be waived, nothing in these Terms limits those rights.

1.3 Age. You must be at least 18 years old, or the age of legal majority in your jurisdiction, to create an account. Portal Users must also meet this requirement.

1.4 Sanctions and export. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions. You also represent that you are not on any U.S. government list of prohibited or restricted parties. You will not use the Service in violation of U.S. or other applicable export control or sanctions laws.

2. Definitions

Capitalized terms have the following meanings:

"Service": the Flow software-as-a-service platform provided by FlowAgenci, including:
- the web application at app.flowagenci.com
- the Client Portal
- any APIs
- transactional emails
- related features, updates and Documentation
"Customer": the organization or individual that subscribes to the Service and in whose name the organization workspace is created.
"Authorized Users": the Customer's team members and guests (such as contractors) who hold accounts in the Customer's organization and are allowed to use the Service on the Customer's behalf.
"Portal Users": the Customer's clients and client contacts whom the Customer invites to the Client Portal.
"Client Portal": the client-facing area of the Service that the Customer makes available to its Portal Users. It is served at <slug>.flowagenci.com or at a custom domain the Customer configures.
"Customer Data": all data, content and materials that the Customer, its Authorized Users or its Portal Users submit to the Service, or that are submitted on their behalf. This includes files, deliverables, comments and annotations, CRM records, projects and tasks, proposals, quotes, invoices, forms and messages.
"Account Data": data we process to manage our relationship with the Customer. This includes:
- account owner and billing contact information
- subscription and payment status
- usage and diagnostic data
- support communications
"Order" or "Subscription": a purchase of the Service, whether made through self-service checkout, an in-app plan change or a written order form. It specifies the Plan, billing period, add-ons and fees.
"Plan": a subscription tier of the Service (currently Solo, Studio and Agency). Each Plan has the features, limits and prices described at flowagenci.com/pricing or in the Order.
"Documentation": the help articles, guides and product descriptions we make available for the Service.
"Personal Data": any information relating to an identified or identifiable natural person, as defined by applicable data protection law.

3. Accounts and organizations

3.1 Account registration. To use the Service, you must create a user account and provide accurate, current and complete information. You must keep it up to date.

3.2 Organizations. The Service is organized into workspaces called organizations. The person who creates an organization becomes its owner and acts on behalf of the Customer. A single user account can belong to several organizations. Each organization is a separate Customer relationship governed by these Terms.

3.3 Credentials. You are responsible for:

keeping your sign-in credentials, magic links, one-time codes, passkeys and two-factor devices confidential
all activity that occurs under your account and your organization

Notify us promptly at security@flowagenci.com if you suspect unauthorized access. We strongly recommend enabling two-factor authentication.

3.4 Owners and administrators. The Customer's owners and administrators control the organization. That includes:

inviting and removing Authorized Users
assigning roles
granting Portal Users access
configuring domains and branding
managing the Subscription

We may rely on instructions received from an owner or administrator of the organization as instructions from the Customer.

4. Authorized Users and Portal Users

4.1 Authorized Users. The Customer may allow Authorized Users to use the Service up to the seat and guest limits of its Plan. The Customer is responsible for each Authorized User's compliance with these Terms and for all acts and omissions of its Authorized Users. Seats are for named individuals and may not be shared. A seat may be reassigned when a person leaves the Customer's team.

4.2 Portal Users. The Customer may invite Portal Users to the Client Portal to do the following:

review and approve deliverables
upload requested assets
complete forms
view and accept proposals and quotes
view invoices
exchange messages

Portal Users do not count as seats. The Customer decides which Portal Users are invited, which projects they can see and which permissions they hold (for example, "viewer" or "approver").

4.3 Customer responsibility for Portal Users. Portal Users are the Customer's clients, not ours. The Customer is responsible for:

having a lawful basis to invite Portal Users and to process their Personal Data in the Service
providing Portal Users with any notices required by law, supplemented by our Portal User Notice
the conduct of Portal Users within the Client Portal, as if it were the Customer's own conduct under these Terms and the Acceptable Use Policy

4.4 Approvals and acceptances in the Client Portal. The Service lets Portal Users approve deliverables and accept proposals or quotes. It records the name, time and technical metadata of each approval or acceptance. These records are provided as a convenience to the Customer. FlowAgenci is not a party to any agreement between the Customer and its clients, and makes no representation that such records satisfy the legal requirements for electronic signatures in any particular jurisdiction.

5. The Service and changes

5.1 Provision of the Service. Subject to these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription term for its Authorized Users and Portal Users to access and use the Service for the Customer's internal business purposes and to serve its own clients.

5.2 Changes to the Service. We continuously improve the Service and may add, modify or remove features from time to time. We will not make changes that materially reduce the core functionality of a paid Plan during a paid Subscription term. If we do, we will offer you a pro-rata refund of prepaid fees for the remaining term and allow you to cancel. We will give reasonable advance notice of material changes that adversely affect you.

5.3 Customer invoicing and payments to Customer. The Service lets the Customer create proposals, quotes and invoices addressed to its own clients. It can also display payment instructions and record payments that the Customer reports. The following apply:

Those documents are the Customer's own documents. FlowAgenci is not a party to them.
We do not process payments between the Customer and its clients. The Service displays the Customer's bank transfer details. We may later offer online payment options through third-party payment providers, which will be subject to those providers' terms.
The Service is not an electronic invoicing system certified by any tax authority (for example, it does not issue documents to Chile's SII). The Customer is solely responsible for issuing any legally required tax documents, and for the accuracy of amounts, taxes and legal content in its documents.

5.4 Custom domains. Depending on the Plan, the Customer may connect its own domains to the Client Portal or the application. The Customer represents that it controls each domain it connects. It is responsible for maintaining the DNS records we indicate. We may disconnect a domain that no longer validates or that is used in violation of these Terms.

6. Trials and beta features

6.1 Free trial. New organizations may be offered a free trial of the Studio Plan for 14 days, or another period we indicate. No payment card is required to start a trial. At the end of the trial, the organization must choose a paid Plan to continue full use of the Service. Otherwise it will become read-only, as described in Section 17. We may limit trials to one per organization and may end or modify trial offers at any time.

6.2 Beta and preview features. We may make features available that are labeled "beta", "preview", "early access" or similar ("Beta Features"). Beta Features:

are provided "as is" and "as available", without any warranty
may be changed or discontinued at any time
may be subject to additional terms
are excluded from any support commitments

Our total liability arising from Beta Features is limited to US$100.

6.3 Trial and free use disclaimer. During a trial, or any other free use, the Service is provided "as is" without warranty, and Section 20.3 applies with a liability cap of US$100.

7. Fees, billing, taxes, renewals, cancellation and refunds

7.1 Fees. The Customer will pay the fees for its Plan, seats and add-ons as set out at flowagenci.com/pricing or in the Order. All fees are stated and charged in U.S. dollars (USD).

7.2 Payment processing. Payments are processed by Stripe, Inc. and its affiliates ("Stripe"), subject to Stripe's terms. By providing a payment method, the Customer authorizes us, through Stripe, to charge all fees when due, including recurring fees, applicable taxes and prorated amounts. We do not store full payment card numbers.

7.3 Billing periods and automatic renewal. Subscriptions are billed in advance on a monthly or annual basis, as selected. Subscriptions renew automatically for successive periods of the same length unless cancelled before the end of the current period. Cancellation is done from the billing settings or the customer portal.

7.4 Changes to your Subscription:

Upgrades (a higher Plan, additional seats or additional storage) take effect immediately and are prorated for the remainder of the current billing period.
Downgrades and reductions take effect at the start of the next billing period.
If a downgrade leaves the organization above the new Plan's limits, resources over the limit become read-only until usage is brought within limits. No Customer Data is deleted because of a downgrade.

7.5 Seats and add-ons. Seats above those included in the Plan, and storage add-ons, are billed as add-ons. Changes in quantity are prorated.

7.6 Taxes. Fees exclude taxes. We will add applicable sales, use, value-added, goods and services and similar taxes where we are required to collect them. We calculate these taxes using Stripe Tax, based on the billing information you provide. You are responsible for all taxes associated with your purchase except taxes based on our net income. If you provide a valid tax identification number, and applicable law allows a reverse charge or an exemption, you are responsible for accounting for the tax.

7.7 Price changes. We may change our prices by giving at least 30 days' notice by email or in-app. New prices apply from the Customer's next renewal after the notice period. If you do not agree, you may cancel before the renewal.

7.8 Failed payments. If a payment fails, we will notify the Customer and retry the charge. The organization keeps full access for a 7-day grace period. If the balance is still unpaid after the grace period, the organization becomes read-only:

Authorized Users can view and export Customer Data but cannot create or modify it.
Portal Users keep limited access, as described in the Documentation.

Customer Data is retained, and full access is restored within minutes after payment. We may suspend the Service under Section 16 if fees remain unpaid for more than 30 days.

7.9 Cancellation. The Customer may cancel at any time. Cancellation takes effect at the end of the current paid period, and the Service remains available until then. Cancellation does not entitle the Customer to a refund, except as stated in Section 7.10.

7.10 Refunds. Fees are non-refundable, except in these cases:

where required by applicable law
as expressly provided in these Terms (Sections 5.2 and 18.4)
at our sole discretion

For annual Subscriptions, we will refund the prepaid fees for the remaining term on a pro-rata basis only if we terminate the Subscription for convenience, or if the Customer terminates because of our uncured material breach.

7.11 Billing disputes. If you believe a charge is incorrect, contact billing@flowagenci.com within 60 days of the charge. We will work with you in good faith to resolve it. Initiating a chargeback without first contacting us may result in suspension of the account while the dispute is resolved.

8. Plan limits and fair use

8.1 Limits. Each Plan includes limits. These include:

team seats
guests
active client portals
storage
maximum file size
public forms
domain and branding features

The limits are described at flowagenci.com/pricing and enforced in the Service. An "active client portal" means a Customer client with at least one invited or active Portal User.

8.2 Fair use. Features described as "unlimited" are subject to fair use consistent with normal agency usage and with the Acceptable Use Policy. We may contact you if your usage is abnormally high or degrades the Service for others, for example:

automated bulk operations
storage used primarily as a general-purpose file host
excessive API requests

We will work with you in good faith to resolve the issue before taking action, except in urgent cases under Section 16.

8.3 Technical limits. The Service applies technical limits to protect its stability and security. Examples are rate limits, upload size limits, and limits on emails sent per period. The Documentation describes them.

9. Customer Data and Customer responsibilities

9.1 Ownership. As between the parties, the Customer and its licensors retain all rights, title and interest in and to Customer Data. We claim no ownership of Customer Data.

9.2 License to us. The Customer grants FlowAgenci a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process and create derivative works of Customer Data, for these purposes only:

providing, securing, supporting and maintaining the Service
preventing and addressing technical, security and abuse issues
complying with law
as otherwise instructed by the Customer

Derivative works include thumbnails, previews and PDFs.

9.3 Data protection. To the extent Customer Data contains Personal Data, the Customer is the controller and FlowAgenci is a processor, acting on the Customer's documented instructions. Our Data Processing Addendum applies automatically and forms part of these Terms. Our Privacy Policy describes how we handle Account Data and website data, for which we act as a controller.

9.4 Customer responsibilities. The Customer is responsible for:

the accuracy, quality and legality of Customer Data
the means by which it acquired Customer Data
obtaining all rights, consents and permissions needed to submit Customer Data to the Service and to have us process it as described in these Terms

This includes the rights to any client materials, brand assets and deliverables.

9.5 Sensitive data. The Service is not designed to store the following, and the Customer will not submit them except as incidental content within ordinary business documents:

payment card numbers
bank account passwords or authentication credentials
government identification numbers beyond tax identifiers used on business documents
health information
other special categories of Personal Data

The Customer bears the risk of submitting such data.

9.6 "Do not contact" and communications. The Service provides tools to mark contacts as "do not contact". The Customer is responsible for using these tools and for complying with laws that apply to its communications with its clients and contacts, including anti-spam and marketing laws.

9.7 Backups by Customer. We maintain backups for disaster recovery as described in the Documentation. However, the Service is not a substitute for the Customer's own record-keeping obligations. The Customer should export data it is legally required to retain.

10. Our use of data

10.1 Account Data and usage data. We use Account Data and data about how the Service is used to:

operate, maintain, secure and improve the Service
provide support
bill the Customer
communicate with the Customer about the Service

This processing is described in our Privacy Policy.

10.2 Aggregated and de-identified data. We may create aggregated or de-identified statistics from usage of the Service, for example feature adoption or performance metrics. We may use those statistics to improve and promote the Service, provided they do not identify the Customer, any Authorized User, any Portal User or any individual.

10.3 What we do not do. We do not:

sell Customer Data or Personal Data
use Customer Data for advertising
use Customer Data to train third-party artificial intelligence or machine-learning models

If we introduce AI-assisted features, they will be optional, processing will be limited to providing the feature to you, and we will describe them in the Documentation and our Subprocessors list before they are enabled.

11. Acceptable use

The Customer, its Authorized Users and its Portal Users must comply with the Acceptable Use Policy, which forms part of these Terms. The Customer will not, and will not permit anyone to:

copy, modify or create derivative works of the Service, except as permitted by law
reverse engineer, decompile or attempt to extract the source code of the Service, except to the extent permitted by applicable law
sell, resell, rent, lease or sublicense the Service, or provide it to third parties as a service bureau, without our written agreement
access the Service to build a competing product, or to copy its features or user interface
circumvent or interfere with any security, authentication, usage limit or access control
use the Service in violation of applicable law

12. Third-party services

12.1 The Service integrates with or relies on third-party services, including:

Stripe for subscription payments
Google, for optional sign-in with a Google account
email delivery providers for transactional emails
the infrastructure providers listed in our Subprocessors list

12.2 Where you choose to use a third-party service, such as signing in with Google or connecting a custom domain through your DNS provider, your use of that service is governed by its own terms and privacy policy. We are not responsible for third-party services that we do not control. We may modify or discontinue integrations if a third party changes its terms or availability.

12.3 Emails. The Service sends transactional emails on the Customer's behalf to Authorized Users and Portal Users. Examples are invitations, review requests, asset requests, documents, invoice notices and reminders. These emails are sent from a Flow domain, with the Customer's name as the sender name and the Customer's team as the reply-to. The Customer is responsible for the content it includes in those emails.

13. Intellectual property and feedback

13.1 Our IP. The Service, the Documentation, our software, designs, trademarks (including "Flow" and "FlowAgenci") and all related intellectual property rights are and remain the property of FlowAgenci and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to the Customer.

13.2 Feedback. If you provide suggestions, ideas or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation. Feedback does not include Customer Data.

13.3 Customer name and logo. We will not use the Customer's name or logo in our marketing materials or customer lists without the Customer's prior permission, which may be given by email.

13.4 "Powered by Flow". On Plans that do not include branding removal, the Client Portal, emails and documents may display a discreet "Powered by Flow" notice.

14. Confidentiality

14.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential, or that a reasonable person would understand to be confidential. Customer Data is the Customer's Confidential Information. Non-public information about the Service, our pricing terms and our security practices is our Confidential Information.

14.2 Obligations. The Recipient will:

use the Discloser's Confidential Information only to perform under or exercise rights in these Terms
protect it with at least reasonable care
disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these

14.3 Exclusions. Confidential Information does not include information that:

is or becomes public through no fault of the Recipient
was known to the Recipient without restriction before disclosure
is received from a third party without restriction
is independently developed without use of the Discloser's Confidential Information

14.4 Compelled disclosure. The Recipient may disclose Confidential Information if required by law. Where legally permitted, the Recipient will give the Discloser prompt notice and reasonable assistance to seek protective treatment. For requests from authorities concerning Customer Data, the process in the DPA applies.

15. Security, availability and support

15.1 Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data, appropriate to the nature of the Service. These include:

encryption in transit (TLS)
encryption at rest, managed by our infrastructure provider
logical separation of each Customer's data
role-based access controls
two-factor authentication available to Authorized Users
logging and monitoring

Annex II of the DPA describes these measures.

15.2 Security incidents. If we confirm a security incident that leads to unauthorized access to, or disclosure, alteration or loss of, Customer Data, we will notify the Customer without undue delay, and in any case within 48 hours of confirmation. We will provide the information required by the DPA.

15.3 Availability. We use commercially reasonable efforts to keep the Service available 24 hours a day, 7 days a week. Exceptions are:

planned maintenance, which we try to schedule at low-usage times and announce in advance when it is expected to cause material downtime
events beyond our reasonable control

No service level agreement (SLA) or service credits apply in version 1.0 of these Terms, unless agreed in a separate written Order.

15.4 Support. We provide support by email at support@flowagenci.com during business days. Target first-response times depend on the Plan, as described at flowagenci.com/pricing:

Solo: 3 business days
Studio: 2 business days
Agency: 1 business day

Response targets are goals, not guarantees. We provide support to the Customer's Authorized Users. The Customer is responsible for supporting its own Portal Users, and we may redirect Portal User requests to the Customer.

15.5 Responsible disclosure. Security researchers may report vulnerabilities to security@flowagenci.com. Testing must follow the rules in the Acceptable Use Policy.

16. Suspension

16.1 Grounds. We may suspend access to all or part of the Service, for the Customer or for specific Authorized Users or Portal Users, if we reasonably determine that:

use of the Service poses a security risk to the Service or to any third party, or could subject us to liability
the Customer or its users are in material breach of the Acceptable Use Policy
fees remain unpaid more than 30 days after the due date
suspension is required by law or by a court or authority

16.2 Manner. We will limit a suspension to the minimum extent and duration reasonably necessary. Where practicable and lawful, we will give prior notice and an opportunity to cure. We will restore access promptly once the cause has been resolved. Suspension does not relieve the Customer of its obligation to pay fees.

17. Term and termination

17.1 Term. These Terms apply from the moment you first accept them until all Subscriptions and trials have ended and all Customer Data has been deleted as described in Section 18.

17.2 Termination for convenience. The Customer may cancel its Subscription at any time under Section 7.9. We may terminate a Subscription for convenience by giving at least 60 days' notice. In that case we refund prepaid fees for the unused portion of the term.

17.3 Termination for cause. Either party may terminate a Subscription if the other party:

materially breaches these Terms and does not cure the breach within 30 days after written notice
becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership or liquidation

We may terminate immediately for severe or repeated violations of the Acceptable Use Policy, including any activity involving child sexual abuse material.

17.4 Effect of termination or expiry. When a Subscription ends, whether by cancellation, expiry of a trial without purchase, non-payment or termination:

The organization becomes read-only as described in Section 18.
All rights granted to the Customer end, except the right to export Customer Data during the retention period.
Any fees accrued before the end date remain payable.

17.5 Survival. These sections survive termination: 2, 7 (for amounts owed), 9.1, 10.2, 10.3, 13, 14, 17.4, 17.5, 18, 19, 20, 21, 22 and 23.

18. Data export and deletion

18.1 Export during the Subscription. The Customer can export Customer Data at any time during the Subscription using the Service's export tools. These include CSV exports and file downloads, including ZIP archives.

18.2 Read-only retention period. After a Subscription ends, the organization remains available in read-only mode for 90 days. During that period, owners and administrators can sign in and export Customer Data. The Customer may reactivate the organization during this period by subscribing to a Plan.

18.3 Deletion. After the 90-day read-only period, we delete Customer Data from the production systems of the Service. Deletion is completed within 30 days after the end of the read-only period. Copies in backups are overwritten or expire in the ordinary course within 30 days after that. The Customer may request earlier deletion by contacting support@flowagenci.com from an owner account. We will then delete the organization after confirming the request. Deletion is irreversible.

18.4 Exceptions. We may retain Customer Data beyond these periods only in two cases:

to the extent required by law, in which case we keep it protected and use it only for that purpose
where it is contained in Account Data that we retain as described in our Privacy Policy (for example, billing records)

If we terminate for convenience, we will extend the export window on reasonable request.

19. Warranties and disclaimers

19.1 Mutual warranties. Each party represents that it has the legal power and authority to enter into these Terms.

19.2 Our warranty. We warrant that during a paid Subscription term the Service will perform materially in accordance with the Documentation. If the Service does not do so, the Customer must notify us in writing and describe the issue. Our sole obligation, and the Customer's exclusive remedy, is that we will use commercially reasonable efforts to correct the non-conformity. If we cannot correct it within 30 days, either party may terminate the affected Subscription, and we will refund prepaid fees for the remaining term.

19.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE"
FLOWAGENCI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET THE CUSTOMER'S REQUIREMENTS
WE DO NOT WARRANT THAT DOCUMENTS GENERATED WITH THE SERVICE (SUCH AS PROPOSALS, QUOTES OR INVOICES) SATISFY ANY TAX, ACCOUNTING OR LEGAL REQUIREMENT

20. Limitation of liability

20.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY
LOSS OR CORRUPTION OF DATA, EXCEPT TO THE EXTENT CAUSED BY A BREACH OF OUR SECURITY OBLIGATIONS

20.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY THE CUSTOMER TO FLOWAGENCI FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

20.3 Free use. FOR TRIALS, FREE USE AND BETA FEATURES, OUR TOTAL LIABILITY WILL NOT EXCEED US$100.

20.4 Exceptions. The limitations in Sections 20.1 and 20.2 do not apply to:

the Customer's obligation to pay fees
a party's indemnification obligations under Section 21
liability that cannot be limited or excluded under applicable law, including liability for gross negligence, wilful misconduct or fraud where the law so requires

21. Indemnification

21.1 By us. We will defend the Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. We will also pay damages finally awarded, or settlements we agree to, for such a claim. If such a claim is made or appears likely, we may:

obtain the right for the Customer to continue using the Service
modify the Service so it is non-infringing
if neither is commercially reasonable, terminate the affected Subscription and refund prepaid fees for the remaining term

We have no obligation for claims arising from Customer Data, from combinations with items we did not provide, or from use in breach of these Terms.

21.2 By the Customer. The Customer will defend FlowAgenci against any third-party claim, and pay damages finally awarded or settlements agreed by the Customer, arising from:

Customer Data, including a claim that it infringes rights or violates law
the Customer's or its users' use of the Service in breach of these Terms or the Acceptable Use Policy
the Customer's dealings with its own clients, including documents, invoices and approvals exchanged through the Client Portal

21.3 Procedure. The indemnified party must do three things:

give prompt written notice of the claim, although a delay only relieves the indemnifying party to the extent it is prejudiced
give the indemnifying party sole control of the defense and settlement, except that no settlement may impose obligations on the indemnified party without its consent
provide reasonable cooperation, at the indemnifying party's expense

22. Governing law and disputes

22.1 Informal resolution. Before starting any formal proceeding, the parties will try in good faith to resolve any dispute through discussions between their representatives. Such discussions last for 30 days after one party notifies the other at the addresses in Section 23.6. This does not prevent either party from seeking urgent injunctive relief.

22.2 Governing law. These Terms are governed by the laws of the State of [STATE], USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.3 Venue. The state and federal courts located in [STATE] have exclusive jurisdiction over any dispute arising out of or related to these Terms, and each party consents to that jurisdiction.

22.4 Mandatory local law. Nothing in this Section deprives the Customer of the protection of mandatory provisions of the law of its country of residence that cannot be excluded by contract. That includes any mandatory consumer protection or data protection rules and any mandatory jurisdiction rules.

23. General

23.1 Changes to these Terms. We may update these Terms from time to time. For material changes, we will give at least 30 days' notice by email to the organization owner or through the Service before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, you may cancel before the effective date, and Section 7.10 will apply as if we had terminated for convenience for any prepaid annual term. Non-material changes, such as clarifications, take effect when published. Prior versions are archived at flowagenci.com/legal.

23.2 Assignment. Neither party may assign these Terms without the other party's prior written consent. The exception is assignment to a successor in a merger, acquisition or sale of all or substantially all of its assets or business, with notice to the other party. Any other attempted assignment is void.

23.3 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, other than payment obligations. Examples are natural disasters, acts of government, war, terrorism, labour actions, pandemics, internet or utility failures, and failures of third-party infrastructure providers not caused by the affected party.

23.4 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.

23.5 Entire agreement and order of precedence. These Terms, together with the documents referenced at the top and any Order, are the entire agreement between the parties regarding the Service. They supersede all prior agreements on that subject. If there is a conflict, the following order of precedence applies:

an Order signed by both parties
the DPA, as to Personal Data
these Terms
the other policies

Terms in any purchase order or other Customer document do not apply.

23.6 Notices:

Notices to the Customer may be given by email to the organization owner's address or through the Service.
Legal notices to FlowAgenci must be sent to legal@flowagenci.com, with a copy to [REGISTERED ADDRESS].
Notices are deemed given when sent by email, unless a delivery-failure message is received.

23.7 Severability and waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect. A failure to enforce a provision is not a waiver.

23.8 Language. These Terms are drafted in English. Translations are provided for convenience. If there is any conflict, the English version prevails.

23.9 Contact. Questions about these Terms can be sent to legal@flowagenci.com.