Terms of Service



Effective Date: 31 December 2018

Flow Capital, LLC. is a Delaware limited liability company (referred to herein as “Flow,” “We,” “Us,” or “Our”). By using or downloading our mobile application (the “Quanta Mobile App”) or accessing or using our website at www.flow.app and its subdomains (“Website”), which provide, among other things, financial information to assist users in managing their finances and encouraging savings, through savings goals, savings rules, aggregation of financial data, a wallet view of income, expense and savings, (collectively, the “Quanta Platform”) and related services and accounts (“Services”), you indicate your unconditional acceptance of the following Terms and Conditions on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”).

Please read these Terms and Conditions carefully, as they may have changed since your last visit. We reserve the right to change these Terms and Conditions from time to time for any reason, which shall be effected by posting of the updated Terms and Conditions to https://flow.app/terms.html provided that such changes shall not apply to any fee-bearing subscriptions to the Services which are then in effect until the expiration or termination of such subscription. Your use of any accounts or debit cards made available through our Services are subject to the separate terms and conditions applicable to those accounts and cards. Further, your access to and use of our Quanta Platform is subject to our Privacy Policy, which we may change from time to time, the current version of which is at https://flow.app/privacy.html

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND FLOW. FURTHER, THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND FLOW ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS (SEE “AGREEMENT TO ARBITRATE”).

YOU HEREBY ACKNOWLEDGE AND AGREE THAT FLOW IS NOT A BANK, NOR IS IT A FINANCIAL PLANNER, BROKER OR ASSET MANAGER. THE QUANTA PLATFORM IS MERELY A TOOL TO ASSIST YOU IN YOUR FINANCIAL PLANNING AND DECISION-MAKING. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAVINGS, INVESTMENT AND SPENDING DECISIONS.

1. Scope of Service

Flow maintains the Quanta Platform, and provides Services, as a service to our user community, subject to these Terms and Conditions.

You are responsible for obtaining any equipment and internet service necessary to access our Quanta Platform and Services and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue this Quanta Platform and/or our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Quanta Platform and/or Services, for some or all users, from time to time. The Quanta Platform may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

The Services offered on the Quanta Platform are intended for U.S. residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.

We reserve the right to modify or change the Website, the Flow Mobile App, or any of the Services, with or without notice to you, and we are not obligated to support or update the Website, the Flow Mobile App, or any Services.

2. Registration

a. Registered Users. Certain of our Services are reserved for registered users. In order to become a registered user (or “Client”), we will ask you to complete a registration form, and also to select a username and create a password (“Login Credentials”). During any such registration, you are required to give truthful contact information (including your name, email address and mobile phone number) and certain financial information (such as your primary bank account information and other account login information). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You agree that you will maintain and promptly update your User Profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Quanta Platform or the Services by you.

b. Acknowledgement to Receive Email, Push Notifications or Text Messages. As a user of the Quanta Platform, and by your acknowledgment of these Terms and Conditions, which you grant by use of the Quanta Platform, you explicitly consent to receive emails, push notifications and text messages from us regarding our Services. Please be aware that should you choose to receive messages via text message, standard data and messaging rates may apply.  We may from time to time send you push notifications or email messages with information about upcoming events, or information about our service offerings from us and our partners. You may opt-out from receiving certain of such correspondence by emailing help@flow.app, selecting to unsubscribe as may be provided in the applicable correspondence, or updating your notification settings within the Quanta App. To opt out of correspondence and notifications associated with your Quanta Account (your “Quanta Account”), in addition to updating your notification settings within the Quanta App, you may also email help@flow.app

3. Fees & Payments

By using the Quanta Platform and Services, and selecting any Services that we offer for a fee, either on a one-time or subscription basis, you accept the cost of the Services that you have elected to pay and authorize Flow to process your payment from your third-party external financial account designated in your account on the Quanta Platform (your “Funding Source”). If Flow is unable to collect your payment using one of the foregoing methods, Flow reserves the right to freeze or cancel your account in its sole discretion.

If you purchase any Flow Services that we offer for a fee, you agree to pay Flow, directly or via its designated third party payment processor, all applicable fees as they become due plus all applicable related taxes. You may cancel your subscription from time to time as provided on the Quanta Platform. We may refuse to renew any subscription.

a. Subscription Fees. If you register a Quanta Account on or after January 1, 2019, you agree to pay a recurring monthly subscription fee for personal use of the Quanta Platform and Services (the “Subscription Fee”). The current Subscription Fees associated with the Quanta Platform is $4.99/month.

b. Change in Fees. Flow may change the Subscription Fee and adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. We will notify you in advance of any change in Subscription Fees by sending you an email to the email address in your User Profile. Subscription Fee changes will take effect at the start of the next subscription period following the date of the Subscription Fee change. You accept the new fees by continuing to use the Quanta Platform and Services after the fee change takes effect. If you do not agree with the applicable price change, you have the right to reject the change by terminating your Quanta Account in accordance with these Terms and Conditions.

c. Incentives. Flow may at its sole discretion offer incentives from time to time, including to users of the Quanta Platform.

d. Billing and Payment Policy. All information that you provide to register with Flow, including, without limitation, your credit card information or payment account information, is subject to Flow’s Privacy Policy. We may use a third-party payment service to charge your Funding Source. By submitting your payment account information, you grant Flow the right to store and process your information with the third party payment service, which may change from time to time. You agree that Flow will not be responsible for any failures of the third party to adequately protect such information. You acknowledge that we may charge (or use a third party payment service to charge) your Funding Source or any of your Quanta Accounts for any applicable fees associated with your Quanta Account or other amounts owing to Flow in connection with your use or misuse of the Services.

g. Payment of Fees.  YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ANY FEES AND FOR PROVIDING FLOW WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON THE QUANTA PLATFORM FROM TIME TO TIME.

h. Refunds. Other than when expressly set forth on our Services as updated from time to time, or to correct any errors made by Flow, Flow has no obligation to provide refunds or credits, but may grant them in certain circumstances, such as a result of specific refund guarantee promotions, in Flow’s sole discretion.

4. User Content

a. Submitted Content. You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, and any other content or materials (collectively, “User Content”) that you submit, use, display or share on or via the Quanta Platform. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide information or User Content to us, register for or participate in a service, event, or promotion on our Services, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

b. Ownership and Use of User Content. Flow does not claim ownership of any User Content. By submitting such User Content, however, You hereby grant Flow a worldwide license and right to (i) copy, store and use that User Content for the purpose of providing you with our Services;  (ii) modify the User Content to remove identifiers of you and any other individuals or companies, aggregate such information (“Aggregated Data”) and copy, store and use such Aggregated Data; and (iii) use your User Content in perpetuity for marketing purposes in any media format (including publishing or re-publishing). You acknowledge and agree that we may retouch, edit or otherwise alter User Content (such as photos) without your ability to inspect or pre-approve, and that you will not be compensated in any way for our use of your User Content.

c. User Content Authorization. You expressly authorize Flow to access information from your bank accounts (“Your Bank Accounts”) you maintain online with third-party financial institutions with which you have customer relationships, maintain account(s) or engage in financial transactions (“Account Information”), which is included in your User Content, on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Flow’s third party processors will submit information including usernames and passwords that you provide to log you into such third party website(s). You hereby authorize and permit Flow to use and store information submitted by you to the Quanta Platform (such as account passwords and usernames) to accomplish the foregoing and to configure the Services so that they are compatible with the third party sites for which you submit your information. For purposes of these Terms and Conditions and solely to provide the Account Information to you as part of the Quanta Platform and Services, you grant Flow a limited power of attorney, and appoint Flow as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN FLOW IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, FLOW IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Quanta Platform. Flow is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate Account Information.

d.  User Content Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Quanta Platform or otherwise have the right to grant the rights and licenses set forth in these Terms and Conditions; (ii) the submission and use of your User Content on or through the Quanta Platform does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Quanta Platform; and (iv) you have the legal right and capacity to enter into these Terms and Conditions in your jurisdiction.

e.  Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms and Conditions, including the User Conduct requirements below, and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services without prior notice. Without limiting the foregoing, we have the right to remove any material that Flow, in its sole discretion, finds to be in violation of these Terms and Conditions or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services.  Moreover, Flow may terminate one’s ability to submit User Content if, under appropriate circumstances, a person submitting the content to the Quanta Platform is determined to be a repeat infringer and/or repeatedly violates the below User Conduct requirements.

f.  Required Disclosures. You acknowledge and agree that Flow may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms and Conditions; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms and Conditions; and/or (d) protect the rights, property, or personal safety of Flow, its representatives and/or agents, its users or the public.

 

5. User Conduct

You understand and agree not to use the Quanta Platform or Services to:

  • To violate any laws or for any illegal purpose, including, without limitation, any laws governing theft, wire fraud, money laundering, conversion and any law relating to financial services or cybercrime.
  • Contribute (or purport to contribute) funds to a savings goal, or create (or purport to create) a savings goal to which others could make contributions, for the purpose of money laundering or other illegal transferring of funds.
  • Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
  • Upload, post, email, transmit or otherwise make available any content, or initiate communications which include information, that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements).
  • Upload, post, email, transmit or otherwise make available any content, or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
  • Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation. This prohibition includes but is not limited to: a) using the Quanta Platform or Services to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) using the Quanta Platform or Services to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) sending messages to distribution lists, newsgroup aliases, or group aliases.
  • Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Stalk or harass anyone.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Flow.
  • Post content in fields that are not intended for that content. Example: Putting an address in a name or title field.
  • Interfere with or disrupt Flow or servers or networks connected to Flow, or disobey any requirements, procedures, policies or regulations of networks connected to Flow.

6. Access and Interference

You agree that you will not, directly or indirectly:

  • Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Quanta Platform or Services or any portion of the Quanta Platform or Services, without Flow’s express written consent, which may be withheld in Flow’s sole discretion;
  • Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Quanta Platform or Services, other than the search engines and search agents, if any, available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  • Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Quanta Platform or Services; or
  • Attempt to decipher, decompile, disassemble, or the Quanta Platform or Services.

7. Account Suspension/Termination

a.  We reserve the right to do any of the following, at any time, without providing notice to you: (1) modify, suspend, or terminate operation of or access to the Website, Flow Mobile App, and/or the Services, or any portion thereof, for any reason; (2) modify or change the Website, Flow Mobile App, or Services, and any applicable policies or Terms and Conditions related thereto (except as described in the Flow Privacy Policy); and (3) interrupt the operation of the Website, Flow Mobile App, any of the Services, or any portion thereof, as necessary to perform any maintenance or modifications, at our sole discretion.

12. Third Party Financial Institutions and Subcontractors

Flow employs third parties in order to provide its Services to you. Third party services are used to, among other things: verify your identity, speed up and streamline on-boarding, issue cards, process savings transactions, retrieve financial data and aggregate data. These third parties will have access to only that information provided by you to Flow that is needed by them to execute specific processes necessary to provide you with the Services or with the bank account services you register for in connection with the Quanta Platform or Flow Visa® Debit Card. Flow may employ different or additional third parties for these Services from time to time in its sole discretion.  In addition, to the extent that Flow is permitted to undertake any action under these Terms and Conditions, you agree that we may permit our third party financial institutions or subcontractors to undertake such action on our behalf.

You agree Flow may access any account you have set up through our third party processor in connection with the Services. We may use that information to in order to provide you with the Quanta Platform and Services, to develop our products and services, and for our internal business purposes.

13. Timeliness and Accuracy of External Data

As part of the Quanta Platform, Flow will retrieve information from Your Bank Accounts and your Account Information. Flow works with one or more online financial service providers to access this Account Information. Flow makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Flow is not responsible for the products and services offered by or on third-party sites.

Flow cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Flow cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Quanta Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Quanta Platform, in the manner prescribed in the associated instructions.

14. Alerts

a.  Automatic Alerts.  Flow may from time to time provide automatic alerts. Automatic alerts may be sent to you following certain changes made online to your User Profile or your Accounts. Electronic alerts will be sent to the email address or mobile number you have provided. If your email address or your mobile number changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your passcode. However, alerts may include your Flow username and some information about Your Bank Accounts.

b.  Disclaimer.  You understand and agree that any alerts provided to you through the Quanta Platform may be delayed or prevented by a variety of factors. Flow does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Flow shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

15. Flow’s Intellectual Property Rights

a.  Contents. The contents of the Website and the Flow Mobile App, including, without limitation, its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including, without limitation, html-based computer programs), trademarks, trade names and/or service marks, and all materials incorporated herein are protected under both United States and other applicable copyright, trademark and intellectual property laws. The contents of the Quanta Platform belong or are licensed to Flow or its software or content suppliers. Flow grants you the right to view and use the Quanta Platform subject to these terms. You may download or print a copy of information provided on the Quanta Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Quanta Platform in whole or in part for any other purpose is expressly prohibited without our prior written consent.

b. Feedback.  While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Flow and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Flow may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Flow to review your unsolicited ideas; and (5) Flow has no obligation to keep any unsolicited ideas confidential.

16. Disclaimer Regarding Use of Mobile Devices

Use of the Quanta Platform may be available through a compatible mobile device, internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. FLOW MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

17. Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE Quanta Platform AND SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. FLOW MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE Quanta Platform OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE Quanta Platform IS AT YOUR SOLE RISK.

FLOW MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE Quanta Platform, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FLOW MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE Quanta Platform IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

18. Limitations on Flow’s Liability

FLOW SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE Quanta Platform AND SERVICES, YOUR USE OF THE Quanta Platform AND SERVICES, OR THESE TERMS AND CONDITIONS, EVEN IF FLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, FLOW’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS), EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.

FLOW RESERVES THE RIGHT TO CANCEL OR RESTRICT YOUR ACCESS TO THE Quanta Platform AND SERVICES WITHOUT NOTICE TO YOU. FLOW IS NOT RESPONSIBLE FOR DAMAGES SUFFERED BY YOU OR ANY INCONVENIENCE CAUSED DIRECTLY OR INDIRECTLY BY OUR TERMINATION OF YOUR ACCESS TO THE Quanta Platform OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, FLOW WILL NOT ACCEPT OR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR Quanta AccountS, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR Quanta AccountS, ANY INABILITY TO TRANSACT OR PROBLEMS RELATED TO POOR INTERNET ACCESS, MOBILE DEVICE OR COMPUTER FAILURE OR OTHER COMMUNICATION ISSUES, OR ANY ISSUES RELATED TO THE TIMELY EXECUTION OF A PAYMENT, TRANSFER, DEPOSIT OR SIMILAR.

19. Indemnification

By accepting these Terms and Conditions, you agree to indemnify, defend, and otherwise hold harmless Flow Capital, LLC., each of its affiliates and each of their respective officers, directors, employees, agents, partners and representatives from any and all losses and damages (whether direct, indirect, incidental, special, consequential, punitive or exemplary) and costs and expenses (including reasonable attorneys’ fees and expenses) arising or resulting from; (i) your use or misuse of the Quanta Platform, (ii) unauthorized access to or alteration of your communications with or through the Quanta Platform, (iii) any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for any ACH transfer, or (iv) any breach of these Terms and Conditions. Any business transactions that may arise between Users from their use of the Quanta Platform are the sole responsibility of the Users involved.

20. Term and Termination

Until your access to the Quanta Platform is terminated by either you or Flow, these Terms and Conditions will remain in force.  You may terminate your Goals Account and your Spending Account by notifying Flow via email at help@flow.app of your intention to terminate. WE NOTE THAT SIMPLY DELETING THE QUANTA APP FROM YOUR MOBILE DEVICE DOES NOT TERMINATE ANY Quanta Account, NOR DOES IT STOP ANY RULES YOU HAVE ESTABLISHED. If you wish to terminate your Quanta Accounts or pause or stop your Rules, that must be done by you within the Quanta App or by contacting help@flow.app.

21. Governing Law and Forum for Disputes

These Terms and Conditions, and your relationship with Flow under these Terms and Conditions, shall be governed by the laws of the State of California without regard to conflicts of law principles. Any dispute with Flow, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms and Conditions shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Flow may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Flow is able to offer the Service at the terms designated. Your assent to this provision is an indispensable consideration to these Terms and Conditions.

22. Agreement to Arbitrate

Except for disputes relating to your or Flow’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Flow (whether or not such dispute involves a third party) arising out of or relating to these Terms and Conditions, the Quanta Platform, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in California, California, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and you and Flow hereby expressly waive trial by jury. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.  You and Flow shall appoint as sole arbitrator a person mutually agreed by you and Flow or, if you and Flow cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Flow shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court of Northern California or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Service or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

Any claims brought by You or Flow must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Flow will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You hereby waive any and all rights to bring any claims related to these Terms of Service and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Flow prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms of Service, such termination shall not be effective until 30 days after the version of these Terms of Service not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Flow prior to the effective date of removal.

These Arbitration provisions will survive the termination of Your relationship with Flow.

23. Severability

If any portion of these Terms and Conditions is deemed invalid, unlawful, void or for any reason unenforceable by any arbitrator or court of competent jurisdiction, these Terms and Conditions as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms and Conditions that is unlawful, void or unenforceable shall be stricken from these Terms and Conditions, and that portion deemed invalid, unlawful, void, or unenforceable shall not affect the validity and enforceability of any remaining provisions; provided, however, the foregoing severability provision does not apply to residents of New Jersey, who are instead subject to the provisions contained in the Legal Notice For New Jersey Residents Section.

24. Waiver, Survival, and Other Agreements

You agree that if Flow does not exercise or enforce any legal right or remedy which is contained in these Terms and Conditions, 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.

All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive your acceptance of these Terms and Conditions and the termination of these Terms and Conditions.

These Terms and Conditions represent the entire understanding and agreement between you and Flow regarding the subject matter of the same, and supersede all other previous agreements, including any prior version of the Flow Terms and Conditions.