Terms of Use - FM Flow

Effective Date: 1/27/2025

Welcome to fmflow.com (“Website”). This Website is owned by FM Flow, Inc. (FM Flow and its affiliates, referred to as “FM Flow”, “we”, or “our”). We will refer to you, your d/b/a’s, professional entity, affiliates, subcontractors, agents, representatives, and employees as “you” or “member”. If you agree to these Terms on behalf of an entity or agency, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to these Terms of Use and agree that you are binding both you and that entity or agency to the Terms of Use.

EACH TIME YOU ENTER THE SITE, you are entering into a legal agreement with the understanding that both your access to the Website and your use of the Website are governed by these Terms of Use (“Terms”). YOUR USE OF THE WEBSITE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THE TERMS IN ITS THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF USE, PLEASE DO NOT USE THE SITE.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, AND REMEDIES. THESE INCLUDE A CLASS ACTION WAIVER AND A BINDING ARBITRATION PROVISION DETAILED IN IN THE RESOLUTION OF DISPUTES SECTION BELOW. PLEASE REVIEW THESE TERMS CAREFULLY.

Table of Contents with Hyperlink to Sections

Terms of Use May Change
Our Services
Your FM Flow Account
Fees and Payments
Additional Usage Restrictions
Privacy of Your Information
Intellectual Property Rights; Confidentiality
International Use
Safety; Assumption of Risk
Disclaimer of Warranty; Limitation of Liability
Indemnification
Termination of Account/Use of Website
Resolution of Disputes
Contact
Miscellaneous

FM Flow has included the effective date of our Terms above. We reserve the right to change the Website and these Terms at any time without notice to you by posting such changes to this Website. You can view the most current version of the Terms by clicking on the “Terms of Use” hypertext link located at the bottom of the home page in this Website. Your use of this Website following any such change constitutes your agreement to follow and be bound by the Terms as changed. If the change includes increases to any fees charged by Us, We will provide at least 30 days advance notice of the change but may not provide advance notice for a change resulting in reduced fees or promotions related to the fees. For this reason, we encourage you to review these Terms whenever you use the Website. These Terms supersede all previous notices or statements regarding the Website. We reserve the right to terminate or discontinue any aspect of the Website in our sole discretion and without any notice including, but not limited to, information or other materials, features and/or hours of availability and we will not be liable to you or any third party for doing so.

Our Services

The Website is designed for contractors as a tool for estimating jobs, scheduling, receiving payments, and to handle accounting. It is also designed to receive requests (“leads”) from third parties (“potential customer”) through our affiliate, Referral Source (“RS”). (The term Website, unless specifically stated otherwise, will include references to RS.)

Use of Referral Source is an optional add-on to your Account. If you choose to opt-into the RS platform, you are required to provide and upload certain documents and until all documents are received, you will not be part of the RS platform and will not receive any RS leads.

RS will process leads from potential customers and provide contractors the information using the FM Flow platform. We or RS may send you a communication containing information related to the lead and the potential customer; however, we cannot and do not guarantee the source, accuracy, validity, or quality of any leads or the contact information provided. For RS leads only, we will schedule an estimate and reserve the right to require that we schedule the performance of the services for RS leads.

You will be charged a 3% referral fee (“referral fee”) for all jobs obtained through RS, whether or not you close the job within RS or close the job outside of RS or the Website. RS has the right to communicate with potential customers for jobs not closed within the RS platform or through the Website to discover if the services were performed. RS has the right to automatically debit the referral fee from your Account pursuant to the ACH Agreement which must be provided as part of your RS account, and which agreement is hereby incorporated into these Terms.

Neither we nor RS guarantee any amount or number of leads, a specific quality of leads, or that you will receive any revenue or a specific amount of revenue from any leads or through use of this Website. We make no representations or warranties regarding potential leads, third party use of the Website and its impact on you or your business, or how your Account and listing will appear on the Website.

Outside of scheduling the estimate for RS leads or as otherwise specifically allowed for in these Terms, we do not provide administrative services to you or to your customers or potential customers and will not communicate directly with any customers or step in to resolve any disputes.

We will collect reviews and ratings from customers and third parties, and you will also have the ability to solicit and collect ratings and reviews from any of your customers. We may no guarantee that any rating or review will be displayed on the Website or the manner in which any rating or review may be displayed. You acknowledge and agree that we are not responsible or liable to you for any comment, rating, or communication of any kind from customers or potential customers that we choose to post on our Website. You have no right to reproduce, publish, display, or otherwise use any customer rating or review (including those relating to you and your business), or any other content posted on the Website, other than content provided directly by you.

The Website may contain links to other websites that are not under the control of or operated by FM Flow or our affiliate(s). FM Flow has no responsibility for the linked websites nor does linking constitute an endorsement of any linked website. If you use the links, you will leave the Website and your activities may be governed by other terms and conditions and privacy practices. You use the links at your own risk. Links are provided solely for your convenience and information.

Your FM Flow Account

By registering for an account to use the Website (“Account”), by using the Website or by clicking to accept the Terms, you agree to abide by this Agreement and the other Terms. To register for an Account you must, and hereby represent that you, (i) have or are an employee or agent of and authorized to act for an independent business, whether as a self-employed individual/sole proprietor, or as a corporation, limited liability company, or other entity; (ii) will use the Website for business purposes only; (iii) will comply with any licensing, registration, or other requirements with respect to your business or the business for which you are acting on behalf of; and (iv) you are at least 18 years of age (or the age of majority in the jurisdiction in which you conduct business) or a legal entity that can form legally binding contracts.

By creating an Account, you agree to abide by our Code of Conduct.

To register for an Account on this Website or the RS platform, you must complete a user profile which you consent to be shown to other users and potential customers. You must opt-out in writing if you want to remove your consent at any time. You agree to provide true, accurate, and complete information at all times and to update your information if it changes during the term of your use. You agree not to provide any false or misleading information about you, your business or d/b/a, location, skills, or licenses, and to correct any information that becomes false or misleading.

By registering for an Account, you will be required to create a username and password for the Account. You are solely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share this information with any person who is not an authorized user of your Account. You agree that we will assume that any person using the Website with your username and password is either you or your authorized representative or agent. You agree to notify us immediately if you suspect or become aware of any unauthorized use of or access to your Account. You further agree that you will not use the Account or log in with any other user if you are not authorized to do so, or if it would violate these Terms.

The minimum term of use is 12 months from the date you establish an Account (“membership period”). You are responsible for payment of all fees during the membership period even if you choose to cancel an Account prior to the end of the membership period.

After your initial membership period, and following any subsequent membership renewal period, your membership will automatically continue for an additional equivalent period (each a “renewal period”), at the then-current renewal price specified on our Website or in other communication with you. You agree and acknowledge the membership period will automatically renew unless you cancel your Account at least 30 days prior to the end of the membership period or applicable renewal period.

You further agree, represent, and warrant to the following:

You are qualified and capable of performing the services or tasks you have indicated as part of your Account.

You are, and at all times will be, properly and fully licensed, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations, and that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any changes to your licensing, bonding, and/or insured status.

That neither you, your employees, nor your subcontractors will be impaired by any drugs, alcohol, or other controlled substances while performing any services pursuant to these Terms or your Membership Agreement.

You and any predecessor entities or your company and your partners or members are free from any felony criminal conviction, and that you have not been sanctioned or penalized by any government authorities in connection with your professional services to customers. You represent the foregoing is true as of the date you created your Account, and if any of the above changes during the membership period, you will promptly notify us.

We shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.

You are solely responsible for the acts of your employees or independent contractors performing services on your behalf. If you use subcontractors, you shall be responsible and liable for all acts and omissions of the subcontractor and for ensuring their compliance with these Terms.

You are solely responsible for determining if and when to perform any services and we do not control, monitor, advise or set schedules, work hours, work locations, or provide training, materials, tools, or methods for performing any services.

You will not post content or take any action on the Website that infringes or violates someone else’s rights, including intellectual property rights, or otherwise violates the law.

We can remove any content or information that you provide or submit that violates these Terms or any other agreement incorporated in these Terms.

We can revoke access of any use (without a refund) if that user has violated our Terms, our policies, or any other agreement incorporated herein. To this extent if we determine that you have clearly, seriously, or repeatedly breached Our Terms or policies, We may take action against your account to protect our community and services, including by suspending access to your account or disabling it. We may also suspend or disable your account if you clearly, seriously, or repeatedly infringe the copyrights or other intellectual property rights of others or where we are required to do so for legal or regulatory reasons. If you delete or if we disable your account, these Terms shall terminate as an agreement between you and us, except those terms that survive termination.

We will not have any liability or obligations under or related to any job performance or services provided or for acts or omissions by you or other users; or that we will supervise, direct, or control any job or services.

You agree and acknowledge that a violation of the foregoing agreements in Section 3 could result in significant damages, and you agree that you are liable to us for any such damages and will indemnify us in the event of any third party claims against us based on or arising from your violation of the foregoing.

By creating an Account or inquiring about membership through FM Flow or RS, or other FM Flow services, you expressly consent to being contacted by us and/or our agents or representatives via phone, email, mail, fax, or other reasonable means, at any contact number or address provided, even if such is listed on an applicable “Do Not Call” list, and even if you have previously opted out from receiving such from us. You agree and acknowledge we may use automated technology to provide you with communications concerning your Account, leads, updates to the Website, promotions, and other industry news and information. You represent you own or are the authorized user for all information provided to us related to your Account and that all information is classified and used for business purposes and not residential purposes. You represent you have received, and are authorized to convey to us, the consent of any other authorized users on your account to be contacted by us as described in this Section. Should any of your contact information change, you agree to immediately notify us before the change goes into effect by changing the information in your Account. All consents provided in this Section will survive cancellation or termination of your Account, except if you opt-out. The creation of your Account creates an automatic opt-in to our text messaging, notifications, contacting, and offers. For questions you can text HELP at ________ and text STOP to opt out of messages. You understand that message and data rates may apply to all communications. You understand that if you opt-out of receiving automated calls and/or texts you may impact your ability to use the Website and services offered by us. If you opt out, you agree to receive and accept a final message confirming your opt-out and that message may seek further clarification as to the scope and reason for your opt-out. You are solely responsible to opt-out. Please allow up to 14 business days (unless otherwise required by applicable law) to process any opt-out request. Opting out does not remove you from non-automated calls and/or texts to you. You agree to receive account notifications, customer care and marketing messages from FM Flow. Message frequency varies. Message and data rates may apply. For help, email us at [email protected] for support. You can opt out at any time by replying STOP. You agree to indemnify us, our agents, affiliates, employees, owners, officers, independent contractors, and the like for any privacy, tort, or other claims, including claims under the federal Telephone Consumer Protection Act (“TCPA”) or state law equivalent, relating to your unauthorized provision of a telephone number and/or your failure to notify us of any changes in your contact information. You agree to indemnify, defend, and hold us harmless from and against any and all such claims, liability, losses, expenses, and costs (including reasonable attorneys’ fees). We shall have the exclusive right to choose counsel to defend any such claims at your expense. Your indemnity obligations under this Section will survive expiration or termination of this Agreement.

We may create mobile applications in association with your Account and the Website. The mobile applications may implement location features that, if you consent, result in automatic collection of your geolocation information allowing us and customers to view and track your location. We may use location information for our internal business purposes and/or providing or enhancing our services. If you would like to stop the automatic collection of your location information, you may uninstall our mobile application or disable the feature in your device’s privacy settings. If you uninstall, opt-out, or disable, certain features will not be available to you.

When you delete your account, it is no longer visible to other users; however, content from the account may continue to exist elsewhere on our systems where:

Immediate deletion is not possible due to technical limitations;
Your Content has been used by others in accordance with this license and they have not deleted it, in which case the license continues until the content is deleted;
You sent messages and Content to others;
Where immediate deletion would restrict our ability to: (1) investigate or identify illegal activity or violations of our terms and policies; (2) comply with a legal obligation such as the preservation of evidence; or (3) comply with a request of a judicial or administrative authority, law enforcement or a government agency. In the case of any of the above content will be retained for no longer than is necessary for the purposes for which it has been retained. The exact duration will vary on a case-by-case basis.

Fees and Payment Terms

By creating an Account, you agree to pay FM Flow a membership fee (“Membership Fee”) and to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US Dollars). The amount of the fee is set depending on the service package you select. You may subscribe to different levels of participation and privileges on the Website, and subject to the terms of the Membership Agreement. You agree to keep all contact, billing, and payment information accurate and up-to-date and to immediately notify us if your payment method is cancelled or if you become aware of a potential breach of security, including unauthorized disclosure or use of your payment method/information. You authorize us to obtain updated or replacement expiration dates and card numbers for your credit and/or debit card as provided by the applicable issuer.

You agree that we may charge your method of payment for any fees immediately upon receipt of your payment information by you or your representative. All membership fees are paid annually. You agree that payments will be made by us or our affiliate by initiating an ACH transfer or processing your credit card, in advance. By creating an Account, you authorize FM Flow to charge your provided payment method now and again at the beginning of any renewal period, and to charge any sales or similar taxes that may be imposed on the payments.

If we do not receive payment from your payment method or payment method provider, you agree to pay all amounts due on your Account upon demand, and/or you agree that we may either terminate or suspend your membership and continue to attempt to charge your payment method until payment in full is received. Suspension of membership will not extend the membership period or renewal period.

All disputes for charges made must be submitted to us within 30 days of the date the charge(s) were incurred. You agree to waive all disputes not made within the 30 day period and all non-disputed charges will be final and not subject to challenge.

We may, from time to time, offer a free trial subscription (“Trial”). We reserve the right, in its sole and absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability to FM Flow. For certain Trials, we may require you to provide your payment details prior to the start of the Trial. At the end of such Trial, we may automatically begin charging you for the subscription service being promoted by the Trial on the first day following the end of the Trial. By providing your payment details in conjunction with the Trial, you agree to this charge. If you do not want this charge, you must cancel the Trial before the end of the Trial period. If you become a member via a Trial, by not cancelling before the end of the Trial period, then the money back guarantee does not apply; you have forfeited this option since you had the opportunity to cancel with no charge during the Trial period.

Additional Usage Restrictions

We grant you a personal, non-exclusive, non-transferable license only to access the Website and to use the information and services contained here. No right, title or interest in any materials or content, whether downloaded or not, is transferred to you as a result of any use. FM Flow reserves complete title and full intellectual property and other rights in any content on the Website, including without limitation materials copied from the Website. No joint venture, partnership, employment or agency relationship exists between FM Flow and you as a result of these Terms or your use of the Website.

Any commercial use of the Website is strictly prohibited, except as expressly allowed herein or as otherwise provided by FM Flow. If you make use of the Website, other than as provided herein, in doing so you may violate copyright, trademark and other laws of the United States, other countries, as well as applicable state laws and you may be subject to liability for such unauthorized use.

You may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process to access, acquire, copy, or monitor any portion of this Website or any of its content, or in any way reproduce or circumvent the navigational structure or presentation of this Website or any of its content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through this Website. You may not attempt to gain unauthorized access to any portion or feature of this Website, or any other systems or networks connected to this Website or to any of our servers, or to any of the services offered on or through this Website by hacking, password “mining,” or any other illegitimate or illegal means. You may not probe, scan, or test the vulnerability of this Website or any network connected to this Website, nor breach the security or authentication measures on this Website or any network connected to this Website. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any transaction being conducted on this Website, or with any other person’s use of this Website. We reserve the right to bar any such activity. You may not use this Website or any of its content for any purpose that is unlawful or prohibited by these Terms or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others.

We cannot and do not guarantee or warrant that files made available for downloading through this Website will be free of infection or viruses, worms, Trojan horses, or other code that manifests contaminating or destructive properties. By accessing this Website, you acknowledge and agree that it is your responsibility to implement sufficient safeguards and procedures to ensure that any files obtained through this Website are free from such contamination.

Privacy of Your Information

Your privacy is very important to us. Our Privacy Policy has been designed to provide you with information on how we use and collect your information. By accessing the Website or creating an account, you are subject to Our Privacy Policy. For more information, see our full Privacy Policy. You agree to the use of your information in accordance with our Privacy Policy.

Intellectual Property Rights; Confidentiality

All of the content you see on this Website, including, but not limited to, page headers, images, illustrations, graphics, audio, video, and text, are subject to trademark, service mark, trade dress, copyright and/or other intellectual property rights or licenses held by FM Flow, one of its affiliates or by third parties who have licensed their materials to FM Flow. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute any portion of the Website contents without our prior express written consent. We provide the content of the Website for lawful purposes only.

By posting any content on the Website, including without limitation, photographs and graphics (“Content”) you represent and warrant to us that you own or have all necessary rights and licenses to use the Content and grant us the irrevocable, perpetual, non-exclusive, royalty free, transferrable, assignable, sublicensable, worldwide right and license to host, use, reproduce, post, edit, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of the Content (consistent with any specific permissions you may provide in relation to the Content). You acknowledge that all Content you post or provide is treated as public and not private, proprietary, or confidential. All Content and information posted on the Website (except logos, trademarked materials, or your other intellectual property) is the sole and exclusive property of FM Flow. To the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights you may have in any Content posted or provided by you.

All comments feedback, suggestions, ideas and other submissions disclosed, submitted or offered to us on or by the Website or otherwise disclosed, submitted or offered through the Website or to us (collectively “Comments”) constitutes an assignment to us and shall be and remain our property, which FM Flow may use for any purpose and without compensation, including for commercial purposes. You are prohibited from using unlawful, obscene, profane, threatening, etc. language or content in any Comment. You agree that your Comments will not violate any rights of any third party, including copyright, trademark, privacy or other personal or property right(s). You are and will remain solely responsible for your Comments and its content.

We respect the intellectual property rights of others and ask that you do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, in accordance with the Digital Millennium Copyright Act (“DMCA”), please provide the following information to our agent: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material you claim is infringing is located on the Site; (d) your address, telephone number and email address; (e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf. Our agent may be contacted as follows:

FM Flow, Inc., Attn: DMCA Agent, [email protected] or 2000 W. Ashton Blvd, Ste 375, Lehi, Utah 84043.

You agree that our member list, customer list, these Terms, the background/meta data/code and the like for the Website, and the existence of this and any associated Agreement (collectively “Confidential Information”), shall be held in strict confidence for the mutual benefit of you and FM Flow and that, except as necessary in the sale of goods or performance of services, you shall not disclose any Confidential Information without our prior written consent. You acknowledge and agree that you have no right to access non-public information related to the Confidential Information. You are strictly prohibited from selling, sharing, or transferring any of our Confidential Information, including without limitation, member or customer lists or prospective customer lists. Notwithstanding the foregoing, you may disclose those parts of the Confidential Information only to the extent strictly necessary to comply with any order of a court of competent jurisdiction or as may otherwise be required by applicable law.

International Use

Given the global nature of the Internet, you agree to comply with all local rules and regulations, including without limitation, rules about the Internet, data, email, privacy, copyright, and trademark infringement. Additionally, you agree to comply with all applicable laws and regulations regarding the transmission of technical data exported from the Unites Sates or the country in which you reside.

Safety; Assumption of Risk

While we cannot guarantee it, the safety is front and center at our efforts with this Website. We also need your help and as such, you agree, on behalf of yourself and your authorized users, that you will use the Website in accordance with these Terms and further agree that you will not:

Bully, intimidate, or harass other people.
Post content that is hate speech, threatening, pornographic, incites violence, or contains nudity, or graphic or gratuitous violence.
Use this Website or its content to do anything unlawful, misleading, malicious, or discriminatory.
Post unauthorized commercial communications (such as spam).
Engage in multi-level marketing.
Upload viruses or other malicious code.
Solicit information or access an account belonging to anyone other than yourself.
Develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements).
Do anything that could disable, overburden, or impair the proper working or appearance of the Website.
Facilitate or encourage any violation of these Terms.

Through your use of the Website, you understand that you are assuming all risks. You acknowledge, understand, and accept that as part of your use of the Website there may be risks to which you may be exposed, and that no warranties or representations are made.

Disclaimer of Warranty; Limitation of Liability

While we work hard to provide the best products and services we can and to provide clear guidelines, Our products and services are provided “AS-IS” and we make no guarantees that they will always be safe, secure, or error-free, or that they will function without disruptions, delays or imperfections. To the maximum degree permitted by law, WE make no representations or warranties of any kind, express, implied, or statutory as to the operation of this Website or the information, content, materials, or products included on this Website. we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, TITLE, SECURITY, ACCURACY, and non-infringement. without limiting the foregoing, we do not represent or warrant that this website will be accessible without interruption or that this website, any content from this website, emails sent or generated from this website, or the server that makes this website available are free from viruses, errors, defects, design flaws, omissions or other harmful components. your use of this website is at your own risk.

We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectional content).

In no event will FM Flow, its corporate parent(s), or affiliates, nor any of its and their respective officers, directors, members, managers, employees, agents, representatives, successors, or assigns be liable, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, to you or any other person for any damages of any kind (including without limitation, any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, loss of data, income or profit, loss of or damage to property, and claims of third parties), arising out of or in connection with any use of, the inability to use, or the results of use of this Website.

We cannot predict when issue might arise with the Website or related services or products, including without limitation issues arising from third-party links or embedded platforms. Accordingly, our liability will be limited to the fullest extent permitted by applicable law, and IN NO EVENT ARE WE LIABLE TO YOU FOR LOST PROFITS OR REVENUES, LOST INFORMATION OR DATA, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR SPECIAL LOSSES, WHETHER BASED UPON A CLAIM FOR BREACH OF WARRANT, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE CLAIM RELATING TO THIS AGREEMENT, THE RELEVANT SERVICES OR GOODS OR PERFORMANCE HEREUNDER. Our aggregate liability arising out of or relating these Terms or the Website will not exceed the greater of $100.00 or the amount you have paid Us in the last 12 months REGARDLESS OF THE BASIS OR FORM OF CLAIM.

Certain state laws and jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights. In no event will be liable or responsible for any errors or omissions in the content of this website, including without limitation, errors in pricing or availability of services and products, or damages that may result form misrepresentation of age by a user of this website.

Any claim which you have or may hereafter have which arises out of or relates to, directly or indirectly, this Agreement or our performance hereunder must be made within one hundred twenty (120) days after the termination of this Agreement. Any claim not so made shall be deemed waived by you.

Indemnification

You agree to defend, indemnify and hold harmless FM Flow and its parent(s) and affiliates, and each of their respective officers, directors, members, managers, shareholders, employees, agents, successors, licensors, suppliers, or assigns (“Indemnified Parties”) from and against any and all claims (whether actual or threatened), demands, lawsuits, proceedings, liens, damages, causes of action, settlements, judgments, awards, penalties, fines, costs, expenses, liabilities of any and every nature whatsoever, including without limitation personal injury, intellectual property infringement, fraud, deceptive practices, deceptive advertising, telemarketing, and violations of any state, provincial, or federal laws or regulations, property damage, attorneys’ fees and court/arbitration costs, arising from (directly or indirectly), related to, or out of in connection with or in the course of or incidental to: (a) any work for or dealings with customers or potential customers; (b) your advertising; (c) your use of the Website, including without limitation, your access to third-party sites through links; (d) your use of or communication with leads including but not limited to communications that exceed the scope of our contact permissions and communications in violation of the TCPA, TSR or any equivalent law or regulation anywhere; (e) your violation of these Terms of Use including negligent, fraudulent, misleading, or wrongful conduct; (f) your posting or transmission of any materials on or through the Website; or (g) your provision of services or communications with potential and actual customers. You understand and agree that we are not responsible for the conduct, whether online or offline, of any user on or account holder with the Website.

The above indemnification shall be maintained regardless of cause or any fault or negligence of us or the Indemnified Parties and without regard to cause or to any concurrent or contributing fault, string liability or negligence, whether sole, joint, or concurrent, active or passive by us or any of the Indemnified Parties.

IN NO EVENT ARE WE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR SPECIAL LOSSES, WHETHER BASED UPON A CLAIM FOR BREACH OF WARRANT, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE CLAIM RELATING TO THIS AGREEMENT, THE RELEVANT SERVICES OR GOODS OR PERFORMANCE HEREUNDER.

Termination of Account/Use of Website

You agree that FM Flow in its sole discretion and without prior notice may terminate your access, suspend your access to all or part of the Website, and/or block your future access to this Website if We determine, in Our sole discretion, you have violated the Terms or other agreement or guidelines which may be associated with your use. Such termination or suspension of access may occur, without limitation, for any conduct that We, in our sole discretion, believe is a violation of these Terms, is in violation of any applicable law, or is harmful to the interests of another user, customer, recipient, licensor, content or service provider, FM Flow, or its corporate parent(s) or affiliates.

You further agree that any violation by you of these Terms will constitute an unlawful and unfair business practice and will cause irreparable harm to us, for which monetary damages would be inadequate; and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we have at law or in equity.

You agree that we, in our sole discretion and without prior notice, may terminate your access to this Website for cause, which includes: (1) requests by law enforcement or other government agencies; (2) a request by you (self-initiated account deletions); (3) discontinuance or material modification of this Website or any service offered on or through this Website; or (4) unexpected technical issues or problems.

If you cancel your Account or terminate your Membership Agreement prior to the end of the membership period or renewal period, as applicable, you will not be eligible for any refund of any portion of the Membership Fee or other fees paid to us. However, you will have access to your Account until the end of your then-current membership period or renewal period, as applicable.

Resolution of Disputes

The validity, enforcement, construction, rights and liabilities of the parties and the provisions of these Terms shall be governed and interpreted in accordance with the laws of the State of Utah.

In the event a dispute arises between you and us, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. Most concerns can be resolved quickly by calling or emailing our customer care department, which may be accessed by clicking on the “Contact Us” link on the side menu and you are required to attempt to first resolve your claim or dispute via our customer service line and procedures. If, however, there is an issue that is not resolved via our regular customer service procedure, the following terms describe how both of us will proceed.

EXCEPT AS OTHERWISE RESERVED FOR LITIGATION, Instead of suing in court, you and we each agree that we will only seek arbitration of the disputes on a bilateral (individual) basis. In other words, you agree that litigation is not an option to resolve a dispute with us. You and we agree that any dispute, demands, lawsuits, proceedings, controversy, or claim arising out of your use of this Website or its content (collectively “Claims” or “Claim”) which cannot be settled by mutual agreement of the parties shall be resolved through binding arbitration with a single arbitrator in Salt Lake City, Utah. Notwithstanding the above, any claim or action for indemnification, contribution, interpleader, trademark infringement, or injunctive relief arising out of a Claim is not subject to arbitration.

This agreement to arbitrate is intended to be broadly interpreted. It includes Claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. The arbitrator will have the power and jurisdiction to decide such controversy or dispute solely in accordance with the express provisions of these Terms. The arbitrator’s decision and any award or relief granted will be final and binding, with certain exceptions under the Federal Arbitration Act, 9 U.S.C. §1, et seq., and judgment on the award may be entered in any court with jurisdiction.

A party who seeks arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought. Notice to FM Flow must be sent by mail to the physical address below and made to the Attention of the Legal Department (2000 W. Thanksgiving Way, Ste 375, Lehi, Utah 84043). Notice to you will be sent to the email or physical address you have provided. Upon receipt of such notice, the other party will have sixty days in which it may satisfy the Claim by fully curing the Claim and/or providing all the relief requested in the notice, and/or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of the sixty-day cure period without a resolution or cure, you or we may commence an arbitration proceeding.

Any Claim or dispute will be referred to the American Arbitration Association (“AAA”) in accordance with its commercial arbitration and consumer-related disputes rules in effect. These rules and procedures are available by calling the AAA or visiting its website at www.adr.org. All arbitration hearings will be conducted exclusively in Salt Lake City, Utah and may, upon the consent of all parties and the arbitrator may be conducted by telephone. Each party is responsible for paying the fees and costs of its own counsel, experts, and witnesses. For Claims in excess of $5,000 the prevailing party will be awarded attorneys’ fees and costs, including reimbursement of the prevailing party’s arbitration fee.

Each party agrees to limit discovery to the following limitations: each party may submit in writing to the other party a maximum of any combination (none of which may have subplots) of the following: interrogatories, demands to produce documents, and requests for admission; ach party is entitled to take the deposition of one individual of the other party. Additional discovery is only permitted upon mutual agreement by the parties.

There are no Class Actions or Jury Trials. To the fullest extent permitted by law, you hereby expressly waive all rights to trial by jury in any action or Claim, whether at law or in equity, brought by either party. Any Claim must be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis between you and us and will not be consolidated with any other arbitration or court proceeding involving us and any other party. You hereby expressly waive all rights to class-wide, multiple plaintiff or other similar actions.

To contact FM Flow with any questions or concerns in connection with these Terms or the Website, you can email, call, or write to us at the following:

Attn: Web Manager

Email: [email protected]

Phone: 844-521-4848

Physical Address: 2000 W. Ashton Blvd., Ste 375, Lehi, Utah 84043

Miscellaneous

VOID WHERE PROHIBITED: although the information on this Website is accessible worldwide, not all products or services discussed on the Website are available to all persons or in all geographic locations or jurisdictions. FM Flow and its advertisers each reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction as they desire, and to limit the quantities of any products or services they provide, in their sole discretion.

The failure of FM Flow to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. We may assign our rights and duties under these Terms to any party at any time without notice to you.

If any provision or term of these Terms is found to be invalid, void, or for any reason unenforceable, that provision(s) or term(s) shall be deemed severed from these Terms and the remaining Terms shall be deemed valid and enforceable and in full force and effect. Any rights not expressly granted herein are reserved.

The Terms constitute the entire agreement between you and Us with respect to this Website. These Terms superseded all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us regarding this Website. No modification of these Terms will be effective unless authorized by us.

You (on behalf of yourself and your authorized users) will not transfer any rights or obligations under these Terms to anyone else without Our written consent.

Nothing in these terms will prevent Us from complying with the law or restrict Our rights under applicable law. You agree that you will comply with all applicable laws when using or accessing the Website and its services and products.

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