These Terms and Conditions (“Terms”) govern your participation in the Flowspace Referral Program (“Referral Program”). By submitting a referral through the Flowspace referral form, you (“Referrer” or “you”) agree to be bound by these Terms. Flowspace, Inc. (“Flowspace,” “we,” or “us”) reserves the right to modify these Terms at any time in its sole discretion, and your continued participation in the Referral Program constitutes acceptance of any such modifications.
Eligibility. The Referral Program is open to individuals and entities located in the United States. To participate, you must: (a) be a legal resident of the United States or a business entity registered and in good standing in the United States; (b) have a valid U.S. mailing address; and (c) have a U.S. bank account capable of receiving payments. Referred brands must also be located in and operate within the United States. Flowspace reserves the right to verify eligibility and to disqualify any participant who does not meet these requirements.
1. DEFINITIONS
1.1 “Confidential Information” means all data and information of a confidential nature of one party disclosed by such party to the other party under these Terms, as well as information that one party knows or reasonably should know that the other party regards as confidential, including business practices, software, technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans or projects, and services. Confidential Information may be communicated orally, in writing, or in any other recorded or tangible form.
1.2 “Eligible Referral” (also referred to as a “Qualified Referral” in promotional materials) means a Sales Lead that:
(a) is not an existing Flowspace customer, has not been in preliminary or advanced discussions with Flowspace about Flowspace Services, and has not been previously submitted by you or another party;
(b) ships at least one thousand (1,000) orders per month in the United States, cannot exceed 2 to 5x orders to SKU ratio (max of 500 SKUs); does not involve Prohibited Goods (defined in Section 1.11 below), and includes confirming interest and participating in an initial meeting with Flowspace;
(c) is not referred in violation of these Terms or any other agreement;
(d) is accepted by Flowspace under Section 2.4;
(e) is a business entity located in and operating within the United States;
(f) the contact person identified in the referral is a Decision-Maker (as defined in Section 1.16);
(g) you have provided a Warm Introduction (as defined in Section 2.9) connecting Flowspace with the Sales Lead; and
(h) the Sales Lead has acknowledged the referral and confirmed that they know you and consent to being contacted by Flowspace (“Referral Acknowledgment”).
1.3 “Intellectual Property Rights” means all intellectual property and proprietary rights now known or hereafter recognized in any jurisdiction, including rights associated with any of the following (i) patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), (ii) trademarks, service marks, domain names, trade dress, and other indicia of source, together with the goodwill associated therewith, (iii) copyrights, moral rights and works of authorship (whether or not copyrightable), and (iv) trade secrets, know-how, technologies, software, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and other Confidential Information.
1.4 “Flowspace Materials” means any collateral materials describing Flowspace Services provided to you by Flowspace for use in connection with these Terms.
1.5 “Flowspace Services” means the services offered by Flowspace, including those described on www.flow.space.
1.6 “Referral Program” means Flowspace’s referral program, as described in these Terms.
1.7 “Referral Services” means the marketing and promotion of Flowspace Services and the referral of leads for the sale of Flowspace Services, as further described in these Terms.
1.8 “Sales Lead” means a potential or prospective customer for the Flowspace Services that is identified to Flowspace by you via a Sales Lead submitted to Flowspace via the referral form at https://flow.space/customer-referral-program/ or by e-mail to partnerships@flow.space.
1.9 “Services” means the Referral Services.
1.10 “Prohibited Goods” means any items that Flowspace does not permit to be stored, handled, fulfilled, or transported within its network due to regulatory, hazard, or safety reasons. Prohibited Goods include, without limitation, alcohol, tobacco, empty pallets, fire wood, bulk food products pending production or pack out into shelf-stable or sellable packaging, ammunition and firearms (including air guns and imitation ammunition or firearms), animals, hunting trophies, animal parts or by-products such as ivory, shark fin, furs, snakeskin watch bands, mother of pearl inlays, animal remains or ashes, any cannabis or marijuana products containing THC levels above 0.3 percent including untested goods, any smoking paraphernalia used for the consumption of illegal drugs, cash or other legal tender including bank notes, currency notes, coins, travelers checks, restricted monetary equivalents, and cash equivalents, postage stamps, corpses, cremated or disinterred remains, explosive or hazardous products or waste, dangerous goods, and goods classified as hazardous by the United States Department of Transportation including but not limited to self-inflating life rafts, air bags, fireworks, explosives, gasoline or fuels, poisons, biological agents, etiological agents, and hosts and vectors of human disease, personal effects, precious and semi-precious stones or gems whether cut, uncut, polished, or unpolished, prescription pharmaceuticals, project cargo, any illegal goods such as counterfeit goods, unauthorized materials, and narcotics, articles of unique or one-of-a-kind materials such as artwork, archeological artifacts, and antiquities, goods that cannot be safely or lawfully stored, handled, distributed, or transported as indicated by applicable Safety Data Sheets, goods prohibited by law or regulation of any federal, state, or local government in the origin or destination, and any goods that Flowspace, its fulfillment partners, carriers, or other third-party providers determine to be unsuitable or that may endanger the safety of persons or property.
1.11 “Flat Fee” means the one-time payment of five hundred dollars ($500) payable to you under Section 3.1(a) for each Eligible Referral that satisfies the definition of Eligible Referral, whether or not such Eligible Referral becomes a paying customer of Flowspace.
1.12 “Promotional Bonus” means the additional bonus payment payable to you under Section 3.2 during the Promotional Period when you submit Eligible Referrals that qualify under the promotional terms.
1.13 “Promotional Period” means the period from December 9, 2025 through January 31, 2026, during which enhanced referral rewards are available as described in Section 3.2.
1.14 “Referral Fee” means the percentage-based fee payable to you under Section 3.1(b) for gross revenue actually received by Flowspace from an Eligible Referral that becomes a paying customer.
1.15 “Decision-Maker” means an individual who has the authority to make or substantially influence purchasing decisions for the Sales Lead’s business, including but not limited to owners, founders, chief executive officers (CEOs), chief operating officers (COOs), chief financial officers (CFOs), vice presidents, directors of operations, directors of supply chain or fulfillment, or other individuals with similar decision-making authority.
2. REFERRAL SERVICES
2.1 Scope of Authority; Independent Contractor Status. With respect to Referral Services, your sole authority shall be to (a) market and promote Flowspace Services as set forth in these Terms, and (b) provide sales leads to Flowspace. Flowspace will directly enter into agreements with Flowspace customers for the provision of Flowspace Services to such customers. You are an independent contractor and not an employee, agent, joint venturer, or partner of Flowspace. You have complete control over your own methods, time, and manner of performing Referral Services. You are free to participate in other referral, marketing, or business programs, including those of Flowspace’s competitors. Flowspace does not control, and has no right to control, the manner or means by which you perform Referral Services. You are solely responsible for your own taxes, insurance, and business expenses. Nothing in these Terms creates an employment relationship, and you expressly waive any claim that you are an employee of Flowspace.
2.2 Restrictions. You shall not:
(a) sell, resell, distribute, license or sublicense the Flowspace Services directly to any Sales Lead, but will instead refer all Sales Leads to Flowspace;
(b) make any statements concerning the Flowspace Services that are false, misleading or inconsistent with the Flowspace Materials or other materials (including price lists) published or otherwise supplied by Flowspace from time to time;
(c) make any commitments, warranties or guarantees to Sales Leads with respect to the Flowspace Services, the pricing thereof, or your relationship with Flowspace; or
(d) distribute any unsolicited bulk e-mails (spam) mentioning or referring to Flowspace or the Flowspace Services.
2.3 Prohibited Referrals. You may not refer yourself or any business in which you are an employee, contractor, officer, director, owner, partner, co-founder, or in which you hold a significant equity or ownership interest. Flowspace reserves the right to disqualify any referral that it determines, in its sole discretion, constitutes a self-referral or involves a conflict of interest.
2.4 Sales Lead Acceptance and Referral Acknowledgment. Following your submission of a Sales Lead to Flowspace at https://flow.space/customer-referral-program/, Flowspace will review the Sales Lead and attempt to obtain a Referral Acknowledgment from the Sales Lead. A Sales Lead must become an Eligible Referral within one (1) month of submission to qualify for any fees or bonuses. No fee shall be payable for any Sales Lead where: (i) the Sales Lead denies knowing you or denies having a relationship with you; (ii) the Sales Lead denies consenting to being contacted by Flowspace; (iii) the Sales Lead fails to respond to Flowspace’s attempts to obtain a Referral Acknowledgment; or (iv) Flowspace determines, in its sole discretion, that the referral was not made in good faith or does not meet the requirements of these Terms. Flowspace’s determination regarding whether a Sales Lead qualifies as an Eligible Referral, including whether a valid Referral Acknowledgment has been obtained, is final and binding and shall not be subject to dispute or appeal. If Flowspace notifies you that a Sales Lead is not an Eligible Referral, you will immediately cease all Referral Services with respect to that Sales Lead. If Flowspace notifies you that a Sales Lead is a potential Eligible Referral, at Flowspace’s request, you shall discuss each Sales Lead in reasonable detail with Flowspace and assist Flowspace in making contact with the Sales Lead by arranging an introduction, meeting, conference call, or other communication.
2.5 No Binding Authority. You have no authority to (i) negotiate any contract for or on behalf of Flowspace, or (ii) bind Flowspace to any contract, representation or understanding concerning Flowspace or the Flowspace Services.
2.6 Disclosure of Referral Relationship; FTC Compliance. It is your sole responsibility to disclose the nature of your financial relationship with Flowspace to any Sales Leads and potential customers. In accordance with the Federal Trade Commission’s Endorsement Guides (16 CFR Part 255), you must clearly and conspicuously disclose that you may receive compensation from Flowspace if the Sales Lead becomes a Flowspace customer. Such disclosure must be made: (a) at or before the time you make the referral; (b) in any written or electronic communications about Flowspace; and (c) in any social media posts or online content promoting Flowspace. A compliant disclosure includes language such as: “I may receive compensation if you become a Flowspace customer.” You shall indemnify and hold harmless Flowspace against any liability arising from your failure to make proper disclosures as required by this Section or by applicable law.
2.7 Anti-Spam Policy; CAN-SPAM Compliance. You will not use spam e-mail or other forms of internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek referrals. You will perform your activities hereunder in compliance with all applicable laws (including the CAN-SPAM Act of 2003) and any other Federal Trade Commission laws or regulations. You will only send e-mails containing a link or message regarding Flowspace’s products and services to person(s) who have been previously contacted and who have consented to receiving such information. Any promotional emails you send regarding Flowspace must: (a) include a clear and conspicuous opt-out mechanism; (b) include your valid physical mailing address; (c) accurately identify you as the sender; and (d) not contain deceptive subject lines or header information. Flowspace may investigate any of your conduct and, at its sole discretion and with or without cause or prior notice, terminate your participation. In addition, you will indemnify and hold harmless Flowspace against any liability arising from your breach of any obligation, representation or warranty under this Section 2. If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at help@flow.space.
2.8 Privacy Policy; CCPA/CPRA Compliance. You acknowledge and agree that your participation in the Referral Program, including information transmitted to or stored by Flowspace, is governed by the Flowspace Privacy Policy found at www.flow.space/privacy, as may be updated. With respect to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), you represent and warrant that: (a) you have provided any required privacy notices to Sales Leads before submitting their personal information to Flowspace; (b) you have obtained any consents required under applicable privacy laws to share the Sales Lead’s personal information with Flowspace; (c) you have not sold the personal information of Sales Leads to Flowspace within the meaning of the CCPA/CPRA; (d) you will respond to and honor any consumer rights requests (including requests to delete, correct, or know) that relate to personal information you collected; and (e) you will cooperate with Flowspace in responding to any privacy-related inquiries or requests from Sales Leads. You shall indemnify and hold harmless Flowspace from any claims, fines, or penalties arising from your violation of applicable privacy laws.
2.9 Warm Introduction Requirement. To qualify for any fees under this Referral Program, you must provide a Warm Introduction connecting Flowspace with the Sales Lead. A “Warm Introduction” means a personal introduction made by you that directly connects the Sales Lead with Flowspace, which may include: (a) an email introduction where you copy both Flowspace and the Sales Lead’s Decision-Maker; (b) a three-way phone call or video conference between you, the Sales Lead’s Decision-Maker, and Flowspace; (c) a forwarded email thread demonstrating your existing relationship with the Sales Lead and their interest in Flowspace Services; or (d) another form of direct, personal introduction approved by Flowspace in writing. Submitting contact information alone, without a Warm Introduction, does not qualify for any fees. Flowspace reserves the right to determine, in its sole discretion, whether a valid Warm Introduction has been provided.
2.10 TCPA Compliance. You represent and warrant that, prior to submitting any Sales Lead to Flowspace, you have obtained the Sales Lead’s prior express consent to be contacted by Flowspace and its representatives by telephone (including calls made using an automatic telephone dialing system or prerecorded voice), text message, and email. You understand that Flowspace may contact Sales Leads using automated systems, and you represent that you have informed the Sales Lead of this possibility and obtained their consent. You shall indemnify and hold harmless Flowspace from any claims, fines, or penalties arising under the Telephone Consumer Protection Act (TCPA), state telemarketing laws, or any similar statutes resulting from your failure to obtain proper consent.
3. FEES AND PAYMENT
3.1 Standard Fees for Eligible Referrals.
(a) Flat Fee. Flowspace will pay you a Flat Fee of five hundred dollars ($500) for each Eligible Referral that meets the definition of Eligible Referral, including the Warm Introduction and Referral Acknowledgment requirements. Payment of the Flat Fee does not require that the Eligible Referral enter into an agreement for Flowspace Services or become a paying customer.
(b) Referral Fee. If an Eligible Referral becomes a paying customer of Flowspace within 180 days of the initial meeting discussed in Section 1.2, Flowspace will pay you a Referral Fee equal to one and one-half percent (1.5%) of the gross revenue actually received by Flowspace from that Eligible Referral, subject to the following:
(i) the Eligible Referral must pay Flowspace for at least ninety (90) days;
(ii) the Referral Fee will be paid for up to twelve (12) months from the date the Eligible Referral first inbounds goods;
(iii) Referral Fees are paid only on funds actually received by Flowspace, not on billed amounts; and
(iv) the aggregate total of all Flat Fees, Promotional Bonuses, and Referral Fees payable to you for any single Eligible Referral will not exceed thirty thousand five hundred dollars ($30,500).
3.2 Promotional Period Bonus (December 9, 2025 – January 31, 2026). During the Promotional Period, the following enhanced rewards structure applies:
(a) Promotional Bonus Structure. For every three (3) Sales Leads that are submitted during the Promotional Period and become Eligible Referrals within one (1) month of submission, you will receive a total of five thousand dollars ($5,000) for those three Eligible Referrals (representing the three standard Flat Fees of $500 each, plus a Promotional Bonus of $3,500). Sales Leads that are submitted during the Promotional Period but do not become Eligible Referrals within one (1) month of submission will not count toward the Promotional Bonus.
(b) Additional Referrals. If you submit additional Sales Leads during the Promotional Period that become Eligible Referrals but do not complete a set of three, you will receive the standard Flat Fee of five hundred dollars ($500) for each such Eligible Referral.
(c) Promotional Bonus Cap. The maximum total Promotional Bonuses (excluding standard Flat Fees and Referral Fees) that you may earn during the Promotional Period is ten thousand dollars ($10,000). This cap applies regardless of the number of accounts, email addresses, or entities through which you submit referrals. Any attempt to circumvent this cap by submitting referrals through multiple accounts, aliases, or related entities will result in disqualification and forfeiture of all fees.
(d) Revenue Share. In addition to the Flat Fees and Promotional Bonus described above, you will continue to earn the standard Referral Fee of 1.5% of gross revenue actually received when your Eligible Referrals become paying Flowspace customers, subject to the terms in Section 3.1(b).
(e) Pre-Promotion Referrals. Sales Leads submitted before December 9, 2025 do not count toward the Promotional Bonus, regardless of when they become Eligible Referrals.
(f) Promotional Period Expiration. The Promotional Period ends on January 31, 2026. Sales Leads submitted after the Promotional Period will be subject to the standard fee structure in Section 3.1 and will not qualify for the Promotional Bonus.
3.3 Payment. All payments under these Terms will be made by check to the address you provide. Flowspace reserves the right, in its sole discretion, to delay payment of any Flat Fees, Promotional Bonuses, and Referral Fees until as late as December 31, 2026. Flowspace shall pay you the Referral Fee on a quarterly basis within 45 days after receiving payment from each Eligible Referral; provided that the Eligible Referral has been a paying Flowspace customer for a minimum of 90 days. The Flat Fee for each Eligible Referral becomes payable upon Flowspace’s written confirmation that all requirements in Section 1.2 have been satisfied, including the Warm Introduction and Referral Acknowledgment. Any Promotional Bonus shall be paid following confirmation that all qualifying Eligible Referrals have been accepted. Any claim for unpaid Referral Fees, Flat Fees, or Promotional Bonuses must be submitted in writing within ninety (90) days after the end of the quarter in which such fees were payable, or it is waived.
3.4 Requirements for Payment; Tax Compliance. In order to receive the applicable fees under these Terms, you must submit to Flowspace a completed IRS Form W-9 by e-mail to AP@flow.space. Flowspace will not process any payment until a valid W-9 is on file. If a valid W-9 remains outstanding for six (6) months immediately following the date when an applicable fee is due to you, then your right to receive such applicable fee will be forever forfeited. You agree to provide accurate taxpayer identification information and acknowledge that Flowspace will comply with all applicable tax reporting and withholding requirements. You are solely responsible for any taxes owed on fees received under these Terms and for obtaining any tax advice you may need regarding your participation in the Referral Program.
3.5 Clawback and Forfeiture. If Flowspace determines, at any time, that you obtained any fee through fraud, misrepresentation, or violation of these Terms, Flowspace may, in addition to any other remedies available: (a) immediately terminate your participation in the Referral Program; (b) forfeit any unpaid fees; and (c) require you to repay any fees previously paid to you. This right of clawback shall survive termination of these Terms and shall have no time limitation.
3.6 Force Majeure. Flowspace shall not be liable for any delay or failure in payment due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labor disputes, shortages of transportation, fuel, energy, labor, or materials, failure of telecommunications or information systems, banking system failures, government actions or orders, or any other event beyond Flowspace’s reasonable control. In the event of such delay, Flowspace’s payment obligations shall be suspended for the duration of the force majeure event.
4. TERM AND TERMINATION
4.1 Term. Your participation in the Referral Program shall continue until terminated by either party in accordance with this Section 4.
4.2 Termination by Flowspace. Flowspace may terminate your participation at any time, with or without cause, and with or without notice, in its sole discretion.
4.3 Termination by You. You may terminate your participation at any time by providing written notice to Flowspace at partnerships@flow.space.
4.4 Effect of Termination. Upon any termination of your participation, you shall:
(a) refrain from representing yourself as a participant in the Flowspace Referral Program;
(b) immediately cease all use of any Flowspace Marks and Flowspace Materials; and
(c) return to Flowspace the Flowspace Materials and all tangible items in your possession or under your control containing Confidential Information of Flowspace.
Upon any termination of your participation, all licenses granted under these Terms shall terminate. Flowspace’s sole and exclusive obligation to you upon termination shall be to pay you the Referral Fees, Flat Fees, and any Promotional Bonuses that have accrued up to the date of such termination, subject to the payment timing provisions in Section 3.3.
4.5 Survival. The following provisions shall survive any termination of your participation: Sections 1 (Definitions), 3.5 (Clawback and Forfeiture), 4.4 (Effect of Termination), 4.5 (Survival), 6.3 (Ownership), 7.2 (General Disclaimers), 8 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), and 11 (General Provisions).
5. RESERVED FOR FUTURE USE
6. LICENSES AND OWNERSHIP
6.1 Flowspace Marks. Subject to the terms and conditions set forth in these Terms and solely for the purposes hereof, Flowspace grants to you a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Flowspace trademarks, service marks, and logos (the “Flowspace Marks”) to perform your obligations under these Terms. The use of all Flowspace Marks, including placement and sizing, shall be subject to Flowspace’s then-current trademark use guidelines, and can be requested at any time from Flowspace. You shall, upon request by Flowspace, promptly provide Flowspace with samples of all materials that use the Flowspace Marks for Flowspace’s quality control purposes. If, in Flowspace’s discretion, your use of the Flowspace Marks does not meet Flowspace’s then-current trademark usage policy, Flowspace may, at its option, require you to revise such materials and re-submit them under this Section 6.1 prior to any further display. Except for the right to use the Flowspace Marks set forth above, nothing contained in these Terms shall be construed to grant to you any right, title or interest in or to the Flowspace Marks, and all right, title, and interest in and to the Flowspace Marks shall be retained by Flowspace. You acknowledge that Flowspace asserts its exclusive ownership of the Flowspace Marks and the renown of the Flowspace Marks worldwide. You shall not take any action inconsistent with such ownership and further agree to take all actions that Flowspace reasonably requests to establish and preserve its exclusive rights in and to the Flowspace Marks. You shall not adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Flowspace Marks or in such a way as to create combination marks with the Flowspace Marks.
6.2 Flowspace Materials. During your participation, Flowspace may make available to you certain Flowspace Materials. Subject to the terms and conditions set forth in these Terms and solely for the purposes hereof, Flowspace grants to you a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute the Flowspace Materials exactly as provided to you by Flowspace to perform your obligations under these Terms.
6.3 Ownership. As between you and Flowspace, Flowspace retains all right, title, and interest in and to (a) the Flowspace Marks, (b) the Flowspace Services, (c) the Flowspace Materials, and (d) all Intellectual Property Rights related to any of the foregoing. There are no implied licenses under these Terms.
7. REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties. You represent and warrant to Flowspace that:
(a) you have the full right, power and authority to participate in the Referral Program and to perform your obligations hereunder;
(b) your participation in the Referral Program and the performance of your obligations hereunder does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party;
(c) you will perform your activities in compliance with all applicable laws;
(d) all information you provide to Flowspace, including information about Sales Leads, is true, accurate, and complete;
(e) you are not submitting a self-referral or any referral that would violate Section 2.3;
(f) you have a bona fide, pre-existing personal or business relationship with each Sales Lead you submit;
(g) you have obtained the Sales Lead’s permission to share their contact information with Flowspace and to have Flowspace contact them regarding Flowspace Services, including by telephone, text message, and email;
(h) you obtained all contact information for the Sales Lead lawfully and not through scraping, purchasing lead lists, or any other method that would violate applicable privacy laws or the Sales Lead’s reasonable expectations of privacy;
(i) the contact person you have identified for the Sales Lead is a Decision-Maker as defined in Section 1.16;
(j) neither you nor the Sales Lead is listed on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List (SDN List) or any other U.S. government sanctions list, and neither you nor the Sales Lead is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions;
(k) you will not offer, pay, promise to pay, or authorize the payment of any money or anything of value to any government official, political party, candidate for public office, or any other person while knowing or having reason to know that all or a portion of such payment will be offered or given to a government official for the purpose of influencing any act or decision, securing an improper advantage, or inducing such official to use influence to affect any government act or decision, in violation of the U.S. Foreign Corrupt Practices Act, UK Bribery Act, or any other applicable anti-corruption law;
(l) you will promptly disclose to Flowspace if any Sales Lead is a government entity, government contractor, or if any Decision-Maker is a government official;
(m) you will not submit any Sales Lead where such submission would cause Flowspace to violate any U.S. export control laws or regulations, including the Export Administration Regulations (EAR) or International Traffic in Arms Regulations (ITAR); and
(n) you will notify Flowspace in writing within forty-eight (48) hours of becoming aware of any data breach, security incident, or unauthorized access involving personal information of any Sales Lead that you have submitted to Flowspace.
7.2 General Disclaimers. YOU ACKNOWLEDGE AND AGREE THAT, IN PARTICIPATING IN THE REFERRAL PROGRAM, EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU HAVE NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT FLOWSPACE HAS MADE NO REPRESENTATIONS, ASSURANCES, OR PROMISES THAT FLOWSPACE WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT YOU WILL RECEIVE ANY REFERRAL FEES AS A RESULT OF YOUR PARTICIPATION. FLOWSPACE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE FLOWSPACE SERVICES, WHICH ARE PROVIDED AS-IS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7.3 Warranties to Third Parties. Except in the course of delivering the Flowspace Materials as specifically permitted in Section 2, you shall not provide any representations or warranties to any Sales Lead or any other third party with respect to the Flowspace Services.
8. CONFIDENTIALITY
8.1 Confidentiality. Each party shall maintain in confidence all Confidential Information disclosed to it by the other party. Neither party shall use for any purpose outside the scope of these Terms, or disclose to any third party, such Confidential Information except as expressly authorized by these Terms. To the extent that disclosure is authorized by these Terms, the disclosing party shall obtain prior agreement from its employees, contractors, agents, and consultants to whom disclosure is to be made to hold in confidence and not make use of such information for any purposes other than those permitted by these Terms. Each party shall use at least the same standard of care as it uses to protect its own most confidential information (and in no event less than reasonable care) to ensure that such employees, contractors, agents, and consultants do not disclose or make any unauthorized use of such Confidential Information. Each party shall promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Notwithstanding any other provision in these Terms to the contrary, the obligations set forth in this Section 8 shall survive any termination of your participation for a period of five (5) years thereafter; provided that the receiving party shall safeguard all Confidential Information that is a trade secret as required by these Terms in perpetuity or for so long as such information remains a trade secret under applicable law.
8.2 Exceptions. The obligations of confidentiality contained in Section 8.1 shall not apply to the extent that it can be established by the receiving party by competent proof that such Confidential Information:
(a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party;
(b) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the other party;
(c) became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of the receiving party in breach of these Terms; or
(d) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others.
8.3 Authorized Disclosure. Notwithstanding any provision to the contrary herein, the receiving party may disclose Confidential Information to the extent required by law or any governmental authority, provided that such receiving party shall to the extent practicable use commercially reasonable efforts to assist the disclosing party in securing confidential treatment of such information required to be disclosed. Prior to disclosing any Confidential Information under this Section 8.3, the receiving party shall take reasonable steps to give the other party sufficient notice of the disclosure request for such party to contest the disclosure request.
8.4 Record Retention. Flowspace may retain records related to your participation in the Referral Program, including Sales Lead information, payment records, and communications, for such period as Flowspace determines necessary in its sole discretion for tax, legal, audit, or business purposes.
9. INDEMNIFICATION
9.1 By Flowspace. Flowspace shall indemnify, defend, and hold you harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any third-party claims, suits, actions, or proceedings (collectively, “Claims”) based on an allegation that the Flowspace Marks, in the absence of any modifications by you thereto, infringes any United States trademark of any third party.
9.2 By You. You shall indemnify, defend, and hold Flowspace harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any Claims related to: (a) your performance of any Services; (b) allegations that you made a representation or warranty regarding Flowspace or the Flowspace Services that is inconsistent with the Flowspace Materials provided to you by Flowspace, or is otherwise unauthorized by Flowspace; (c) any fraud, misrepresentation, or violation of these Terms by you; (d) your submission of Sales Leads without proper consent or in violation of applicable privacy laws, including the CCPA, CPRA, TCPA, CAN-SPAM Act, or any similar statutes; (e) any claim by a Sales Lead that you shared their information without permission or that they did not consent to being contacted; (f) your failure to make required disclosures under FTC guidelines or applicable law; (g) your violation of any anti-corruption, anti-bribery, sanctions, or export control laws; (h) any data breach or security incident involving Sales Lead information that you collected or maintained; or (i) any claim that you are an employee of Flowspace or are entitled to employee benefits.
9.3 Indemnification Procedure. An indemnifying party hereunder shall be liable for any costs and damages to third parties incurred by the other party which are attributable to any such Claims, provided that such other party (a) notifies the indemnifying party promptly in writing of the claim, (b) gives the indemnifying party the sole authority to defend, compromise or settle the claim, and (c) provides all available information, assistance, and authority at the indemnifying party’s reasonable request and at the indemnifying party’s reasonable expense to enable the indemnifying party to defend, compromise, or settle such claim. An indemnifying party hereunder shall diligently pursue any defense required to be rendered hereunder, shall keep the indemnified party informed of all significant developments in any action defended by the indemnified party, and shall not enter into any settlement affecting the indemnified party’s interests without the prior consent of the indemnified party.
10. LIMITATION OF LIABILITY
EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND PAYMENTS TO THIRD PARTIES ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9: (A) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO THE OTHER PARTY UNDER THESE TERMS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THESE TERMS EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY PAID TO YOU UNDER THESE TERMS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
11. GENERAL PROVISIONS
11.1 Relationship of the Parties. The relationship of you and Flowspace is that of independent contractors. Nothing herein shall be deemed to create a partnership, joint venture, agency, employment, or legal representative relationship. Neither party shall be entitled to enter into any contracts in the name of or on behalf of the other party, and neither party shall be entitled to pledge the credit of the other party in any way or hold itself out as having authority to do so. Neither party shall incur any debts or make any commitments for the other, except to the extent, if at all, explicitly provided herein.
11.2 Assignment. You shall not assign or transfer your participation, in whole or in part, whether by operation of law, change of control, or otherwise, or delegate any of your obligations hereunder, without the prior express written consent of Flowspace. Subject to the foregoing, these Terms shall be binding upon the successors and permitted assigns of the parties. Any assignment by you in violation of the foregoing shall constitute a material breach of these Terms and shall be null and void. Flowspace may assign all of its right, title and interest under these Terms to any (i) person or entity with which Flowspace is merged or consolidated, or (ii) person or entity that acquires all or substantially all of Flowspace’s assets or equity securities.
11.3 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law rules that would require or permit the application of the laws of any other jurisdiction.
11.4 Notices. All notices, requests, consents, claims, demands, waivers and other communications under these Terms (other than submission of a Sales Lead) must be in writing and addressed to the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, e-mail, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (a) on receipt by the receiving party, and (b) if the party giving the notice has complied with the requirements of this Section. Notices to Flowspace should be sent to: Flowspace, Inc., Attn: Partnerships, 660 Baker Street, B210, Costa Mesa, CA 92626, (323) 310-0710, support@flow.space.
11.5 Severability. In the event any provision of these Terms is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of these Terms and all other provisions should continue in full force and effect as valid and enforceable.
11.6 Waiver. The failure by either party to exercise any right, power or privilege under these Terms will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
11.7 Amendment. Flowspace may modify these Terms at any time in its sole discretion. Your continued participation in the Referral Program following any such modification constitutes your acceptance of the modified Terms.
11.8 Entire Agreement. You acknowledge and agree that these Terms represent the entire agreement between you and Flowspace regarding the Referral Program and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
11.9 Feedback. If you provide any feedback (including identifying potential errors and improvements) to Flowspace concerning the Referral Program, the Flowspace Services, the Flowspace Materials or any aspects of the Service (“Feedback”), you hereby assign to Flowspace all right, title, and interest in and to the Feedback, and Flowspace is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Referral Program, the Flowspace Services, the Flowspace Materials and/or the Service and to create other products and services. Flowspace will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.
11.10 Limitation Period. Any claim or cause of action arising out of or relating to these Terms must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred. This limitation period applies regardless of any statute or law to the contrary, and regardless of when you discovered or should have discovered the facts giving rise to such claim or cause of action.
11.11 Dispute Resolution; Arbitration; Class Action Waiver. Any dispute arising out of or relating to these Terms shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees in any arbitration. These Terms are governed by the Federal Arbitration Act and California law. YOU AND FLOWSPACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Flowspace agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the foregoing, claims under the California Private Attorneys General Act (PAGA) are not subject to arbitration to the extent such waiver is prohibited by applicable law. Arbitration Opt-Out: You may opt out of this arbitration provision by sending written notice of your decision to opt out to: Flowspace, Inc., Attn: Legal – Arbitration Opt-Out, 660 Baker Street, B210, Costa Mesa, CA 92626, within thirty (30) days of first submitting a referral under these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, all other provisions of these Terms will continue to apply.
11.12 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11.13 Injunctive Relief. Notwithstanding the arbitration provision above, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or to prevent the actual or threatened breach of confidentiality obligations. Any such action shall not be subject to arbitration.
By submitting a referral through the Flowspace referral form, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
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