Updated: September 19, 2023
Please read these Terms of Service (this “Agreement”) carefully before using the [Flow Digital] application or website, or any products or services offered by [Flow Digital] via the app or website. Your use of any such items constitutes your irrevocable acceptance to be bound by all terms and conditions of this Agreement, including the provisions hereof relating to binding arbitration and a waiver of class action rights. If you do not wish to be bound by any terms hereof or are not the legal age of majority in your jurisdiction of residence, you must not access or use our website or app or any such products or services. if you are entering into this Agreement on behalf of any entity, you hereby represent to us that you have legal authority to bind such entity.
[Flow Digital] reserves the right, at our sole discretion, to make changes to this Agreement and any related [Flow Digital] policies at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to our website or app and/or any products or services offered via our website or app following the posting of any amendments to this Agreement constitutes acceptance of such amendments.
This Agreement is between [Flow Digital] (“Flow”, “we”) and you or the entity on whose behalf you are entering into this Agreement (“you”), and governs your access to and use of the Flow mobile application and/or website (collectively, the “App”) and the [Flow Core Wallet] and any and all other products and services provided by Flow via the App. The App, such products and services, and all data, information, materials, and other content available on or through the App and/or any Services (such content, the “Flow Content” and collectively with Flow’s products and service provided via the App, the “Services”), and all copyrights and other intellectual property rights therein, are proprietary to Flow or our affiliates, licensors or service providers, and are protected by copyright, trade secret and other intellectual property laws.
1. Flow Digital’s App and Services
1.1 General. We hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Services solely as set forth in this Agreement and in compliance with all applicable laws, rules and regulations. You are solely responsible for your use of the App and all Services. As between Flow and you, we or our licensors or service providers own all right, title, and interest in and to the App and the Services, including all Flow Content, and all related technology and intellectual property rights. With the exception of the limited rights expressly granted to you in this paragraph, you obtain no rights under this Agreement from us, our affiliates or our licensors or service providers to the App or any Services, including any related intellectual property rights.
1.2 Modifications. We may from time to time modify or discontinue the App and/or any or all of the Services, or any functionality of the App or Services, with or without notice to you.Third-Party Content and Services. Certain Services may provide you with links to third-party websites or otherwise allow you to access third-party services or content. Separate terms and conditions may govern use of such third-party services or content. Flow is not responsible for any third-party websites, products or services, content, privacy policies and/or practices. Our display of any link to third-party websites does not imply our endorsement of such websites or any content therein. Your use of any such third-party services or content may be subject to the separate policies, terms of service, and fees of these third parties. We make no representations and warranties as to any aspect of such third-party websites, content and services. IN NO EVENT WILL ANY OF FLOW, OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND EACH OF THE RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, PARTNERS, CONTRACTORS AND REPRESENTATIVES OF FLOW AND SUCH AFFILIATES, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, THE “FLOW PARTIES”) BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATING TO ANY USE OF OR RELIANCE ON ANY THIRD-PARTY WEBSITES, PRODUCTS, CONTENT OR SERVICES.
2 User Responsibilities
2.1 User Content. Use of the App and/or Services may entail your uploading certain content (“User Content”) to the App and/or via any Services. For the avoidance of any doubt, Flow Content will not include any such User Content. You are responsible for taking appropriate action to secure, protect and backup your User Content in a manner that will provide appropriate security and protection. You hereby consent to our use of User Content for purposes of providing the App and/or Services to you, as applicable.
2.2 Log-In Credentials. Any private keys or log-in credentials necessary to access or use the App or any Services are for your exclusive use only. You must not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf (if applicable). You will be responsible for compliance with all applicable terms of this Agreement by all such agents and subcontractors, and any breach of such terms by such agents or subcontractors will constitute a breach by you of this Agreement. You are also responsible for maintaining, and ensuring your agents and subcontractors maintain, the confidentiality of your private key and any and all other log-in credentials used in connection with the App or any Services, and will be responsible for all transactions utilizing your private key or such other credentials, whether or not authorized by you. FLOW WILL NOT CREATE OR STORE ANY BACK-UP OF YOUR PRIVATE KEY OR BE ABLE TO RECOVER YOUR PRIVATE KEY IF LOST, FORGOTTEN OR STOLEN.
2.3 License Restrictions. You will not, directly or indirectly, use the App or any Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized in this Agreement, you will not, directly or indirectly, (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Flow Content included in the App or Services, (ii) reverse engineer, disassemble, decompile or otherwise reduce to a human-perceivable form the App or any Services or apply any other process or procedure to derive the source code of any software included in the App or any Services (except to the extent applicable law does not allow this restriction), (iii) access or use the App or any Services in a way intended to avoid exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data accessible via the App or any Services, or (v) resell or sublicense the App or any Services unless otherwise agreed by Flow in writing. Nothing herein shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark on the App or otherwise provided in connection with the Services. No act of downloading, storing, accessing, using, or otherwise copying from the App or any Services will transfer title to any software or material to you. You will not use any Flow trademarks unless you obtain our prior written consent. We reserve all rights with respect to copyright and trademark ownership of all Flow Content, and will enforce such rights to the full extent of the law. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
2.4 Use Limitations. You additionally agree not to, directly or indirectly, access or use the App or any Services:
a) to infringe, violate, or encourage the violation of, any applicable laws, rules, regulations or any third-party rights, including: (1) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (2) rights of privacy or publicity; (3) any confidentiality obligation; or (4) if applicable, the United States Digital Millennium Copyright Act;
b) to engage in, promote or encourage any illegal or harmful activity or infringing, offensive or harmful content;
c) for any unlawful, invasive, infringing, defamatory, fraudulent, discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), offensive, threatening, profane, hateful, degrading, harassing, tortious or otherwise objectionable purpose (for example, phishing, creating a pyramid scheme or mirroring a website);
d) to intentionally distribute viruses, ransomware, malware, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature or designed to allow unauthorized access to any software, network, other technology or data;
e) to interfere with the offering or use of the App or any Services, or the equipment used to provide the App or any Services, by Flow or by other authorized users;
f) to disable, interfere with or circumvent any aspect of the App or Services or any security precautions associated therewith (for example, any thresholds or limits);
g) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or
h) to access any other product or service in a manner that violates the terms of service of such other product or service.
2.5 Export Controls. You agree you will not, directly or indirectly, export, transfer or other allow access to or use of the App and/or any Services, in violation of any applicable laws or regulations relating to export control and/or sanctions, including (i) into (or to or by any citizen, national or resident of) any country against which any economic or financial sanctions or trade embargoes are maintained or enforced by the United States, including by the United States Department of the Treasury’s Office of Foreign Assets Control, the United Nations, the United Kingdom, or the European Union or any of its member states (any Person who or which is the target of any of the foregoing sanctions or embargoes, a “Sanctions Target”) or (b) to or by any person listed on the United States Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the United States Department of the Commerce’s Denied Persons List or Entity List or on equivalent lists in other jurisdictions (any such person described in clause (b), a “Prohibited User”). You represent that neither you nor any crypto asset service provider (“CASP”) authorized by you, nor any entity that owns or controls you or any CASP authorized by you, is a Sanctions Target or a Prohibited User.
2.6 Feedback. If you provide to Flow or any other Flow Parties any input, suggestions ideas and/or other feedback in regard to the App or any Services (collectively, “Feedback”), Flow and the other Flow Parties will be entitled to use the Feedback without restriction. You hereby irrevocably assign to us all right, title and interest in and to the Feedback, including any and all rights of attribution and other moral and intellectual property rights therein and the right to prosecute and recover monetary damages for any infringements and other violations thereof, and agree to provide us any assistance we require to document, perfect and maintain our rights in the Feedback.
3. Suspension and Termination
We may, at any time and in our sole discretion, temporarily or permanently suspend your right to access or use any portion or all of the App and/or any individual Services and/or terminate this Agreement immediately, with or without notice to you. In the event of any such suspension or termination, you shall immediately cease all uses of the affected Services and the App, as applicable. All provisions of this Agreement which are intended to survive any termination hereof will continue in full force and effect indefinitely following such termination. The Flow Parties shall not be liable for any such suspension or termination or any consequences thereof.
You will indemnify and hold harmless all Flow Parties from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses, including reasonable attorneys’ fees and litigation expenses (“Losses”) arising out of or relating to: (i) your breach of this Agreement; (ii) any other use of or reliance on the App or any Services; (iii) User Content, including with respect to any allegation that any User Content infringes, misappropriates or otherwise violates any third party’s intellectual property rights; and (iv) any other violation by you of any rights of any third party.
5.1 GENERAL. THE APP AND ALL SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, THE FLOW PARTIES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE APP, SERVICES, FLOW CONTENT OR ANY THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE APP, SERVICES, FLOW CONTENT OR ANY THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR (IV) THAT ANY FLOW CONTENT OR USER CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACKNOWLEDGE AND AGREE THAT FLOW DOES NOT CONTROL AND WILL NOT BE RESPONSIBLE FOR ANY THIRD PARTY SERVICES. YOUR USE OF OR RELIANCE ON THE APP, ANY SERVICES AND/OR ANY FLOW CONTENT IS ENTIRELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM SUCH USE OR RELIANCE, INCLUDING IN REGARD TO ANY TRANSACTIONS IN WHICH YOU ENGAGE USING OUR SERVICES.
5.2 TECHNOLOGY-RELATED RISKS. OUR APP AND SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS FLOW, AND THE INTERNET. WHILE WE HAVE ENDEAVORED TO CREATE A SECURE AND RELIABLE APP AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT THE CONFIDENTIALITY OF ANY COMMUNICATION OR MATERIAL TRANSMITTED TO/FROM THE APP OR ANY SERVICES OVER THE INTERNET CANNOT BE GUARANTEED. ACCORDINGLY, FLOW AND THE OTHER FLOW PARTIES ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED VIA THE INTERNET OR FOR THE CONSEQUENCES OF ANY RELIANCE ON SUCH INFORMATION. ADDITIONALLY, SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF TECHNOLOGY SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, YOUR FAILURE TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE BLOCKCHAIN UPGRADES, DEFECTS IN THE RELEVANT BLOCKCHAIN TECHNOLOGY, OR BY COMPROMISE OR OTHER MALFEASANT ACTS, INCLUDING HACKING, BY THIRD PARTIES. BY USING THE SERVICES YOU REPRESENT THAT YOU ARE SUFFICIENTLY FINANCIALLY AND TECHNICALLY SOPHISTICATED TO UNDERSTAND THE RISKS INHERENT TO USE OF CRYPTOGRAPHIC AND BLOCKCHAIN SYSTEMS. IN PARTICULAR, YOU REPRESENT AND WARRANT THAT YOU APPRECIATE THE TECHNICAL, SOFTWARE, SECURITY (INCLUDING CYBERSECURITY), REGULATORY AND MARKET VOLATILITY RISKS INHERENT TO USE OF BLOCKCHAIN TECHNOLOGIES AND DIGITAL ASSETS SUCH AS FLOW, AND EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS, ANY OF WHICH MAY RESULT IN LOSS OF FUNCTIONALITY WITH RESPECT TO SERVICES AND SIGNIFICANT MONETARY LOSSES. YOU ACKNOWLEDGE AND AGREE THAT FLOW WILL NOT STORE A BACKUP YOUR PRIVATE KEY OR SECRET RECOVERY PHRASE AND THAT ANY APPROVALS YOU PROVIDE VIA CRYPTOGRAPHIC SIGNATURE ON BLOCKCHAIN MESSAGES OR TRANSACTIONS ARE YOUR SOLE RESPONSIBILITY.
6. Limitations of Liability
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL ANY FLOW PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, GENERAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION AND LOSS OF CONTRACTS), HOWEVER CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF OR RELIANCE ON THE APP OR ANY SERVICES, INCLUDING ANY INABILITY TO ACCESS OR USE THE APP OR ANY SERVICES, EVEN IF YOU ADVISE ANY FLOW PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. IF ANY FLOW PARTIES ARE NONETHELESS HELD LIABLE FOR ANY DAMAGES HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE FLOW PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED [$1,000]. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
7.1 Binding Arbitration. Any dispute, claim or controversy relating in any way to this Agreement, the App, or your use of the Services will be resolved by binding arbitration as provided in this Section 7, rather than in court, except that you may assert claims in small claims court if your claims qualify. If for any reason a claim proceeds in court rather than in arbitration, you irrevocably waive any right to a jury trial. Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
7.2 Class Action Waiver. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST FLOW ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless we agree, no arbitrator or judge may consolidate more than one party’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
8.1 Governing Law. This Agreement and any dispute or claim (including non-contractual claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to any conflict of laws principles thereof.
8.2 Force Majeure. The Flow Parties will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond their reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber-attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
8.3 No Joint Venture. This Agreement will not be construed to create a partnership, joint venture, agency or employment relationship. Neither party, nor any of their respective affiliates (as applicable), is an agent of the other for any purposes or has the authority to bind the other.
8.4 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the App or Services only with the consent of or under the supervision of your parent or legal guardian.
NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the App or Services, you accept this Agreement on behalf of your minor. You are responsible for exercising supervision over your minor’s online activities. If you do not agree to all terms of this Agreement, do not let your minor use the App or Services.
8.5 Language. All notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
8.6 Notice. We may provide any notice to you under this Agreement by posting a notice on the App (including on the Flow website). Such notices will be effective upon posting.
8.7 No Waivers. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
8.8 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from Agreement but the rest of the Agreement will remain in full force and effect.
8.9 Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;a description of the copyrighted work or other intellectual property that you claim has been infringed;a description of where the material that you claim is infringing is located on the Services;your address, telephone number, and email address;a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
8.10 Third Party Rights. For the purposes of the Contracts (Rights of Third Parties) Law (Revised) of the Cayman Islands each Flow Party not a party to this Agreement is an intended third party beneficiary under this Agreement. However, the parties to this Agreement may rescind or vary this Agreement (including any variation so as to extinguish or alter a third party's entitlement to enforce any provisions of this Agreement) without the consent of any such third party.