Terms of Service

Last Updated Sep 8, 2022

Acceptance of These Terms of Service

Freeflow Platform, Inc. (“Freeflow,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at freeflow.dev (the “Site”) and our related technologies (collectively, the “Platform”). All access and use of the Platform and the services available on the Platform is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Platform. 

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site.  We will also notify you of any material changes, either through the Platform user interface, a pop-up notice, email, or through other reasonable means.  Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Platform.

Your Privacy: At Freeflow, we respect the privacy of our users. For more information please see our Privacy Policy, located at http://freeflow.dev/privacypolicy/ (the “Privacy Policy”). By using the Platform, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Platform, you will be subject to any additional terms applicable to such features that may be posted on or within the Platform from time to time.  All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Platform

Platform Description: The Platform is designed to connect developers familiar with blockchain and related technologies (“Freelancers”) with clients who are interested in purchasing their respective services (“Clients”) in connection with a particular project or engagement (a “Project”). 

Projects:  If a Client and Freelancer agree to a Project, the engagement for the Project is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion with regard to whether to enter into a Project with each other and the terms of any Project.  You acknowledge, agree, and understand that (i) Freeflow is not a party to any Project, (ii) Freeflow is not responsible for vetting any Freelancers, and (iii) Freeflow is not responsible for any services or materials provided by a Freelancer.  In addition, any agreement with respect to a Project between the Client and Freelancer will not, under any circumstance, create (i) an employment or other service relationship between Freeflow or any Freelancer, or (ii) a partnership or joint venture between Freeflow and Client.

Confidentiality and Work Product:  If and to the extent that a Client and Freelancer do not articulate any different agreement, then they agree that the following terms shall apply to each Project agreed to by users, in each case such terms shall be effective upon commencement of work by a Freelancer on the Project.

To the extent a user provides Confidential Information to the other, the recipient will take all reasonable steps to protect the confidentiality of such Confidential Information, and avoid the disclosure of, the disclosing party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a user’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.  “Confidential Information” means any material or information provided to, or created by, a user in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by user prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by user without use of another person’s Confidential Information.

All rights, title, and interest in and to all tangible or intangible results or deliverables that Freelancer created for its respective Client (“Work Product”), shall be owned by such Client, and Freelancer hereby assigns to the Client all such Work Product, including all intellectual property rights therein.  Freelancer also irrevocably authorizes Client to act and sign on Freelancer's behalf and take any necessary steps in order to perfect Client's rights to the Work Product. In the case that under applicable law, Freelancer retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product under this Agreement, Freelancer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Freelancer cannot waive such rights, Freelancer agrees not to exercise such rights, until Freelancer has provided prior written notice to Client.

Role of Freeflow.  Freeflow solely makes the Platform available to create a marketplace whereby Freelancers and Clients to find and transact directly with each other. Through the Platform, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, all users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. The terms between users with regard to any Project is directly between Client and Freelancer, and Freeflow is not a party to any contract between Freelancer and Client.

Users are solely responsible for (a) ensuring the accuracy and legality of any User Content (as defined below), (b) determining the suitability of other users for a project (such as any interviews, vetting, background checks, or similar actions), or (c) negotiating, agreeing to, and executing any terms or conditions of any Project. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Project with another user. Freeflow does not make any representations or warranty regarding the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Platform; does not guarantee the accuracy of any feedback or information provided by users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Freeflow does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. 

As a Freelancer, you further acknowledge, agree, and understand that: (i) you are not an employee of Freeflow, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Freeflow will not have any liability or obligations under or related to any Projects and/or your services, including for any acts or omissions by you or other users; (iii) Freeflow does not, in any way, supervise, direct, or control you or your services; (iv) you are free to determine when and if to perform your services, including the days worked and time periods of work, and Freeflow does not set or have any control over your pricing, work hours, work schedules, or work location; (v) Freeflow does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Freeflow does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Project; and (vii) Freeflow does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform your services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Freeflow’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

Taxes and Benefits:  Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received through the Platform, and that Freeflow will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Freeflow; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer’s Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the amounts payable to you and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Freeflow is required by applicable law to withhold any amount payable to you and for notifying Freeflow of any such requirement and indemnifying Freeflow for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Freeflow, Freelancer agrees to promptly cooperate with Freeflow and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, at its own expense, including but not limited to records showing Freelancer is engaging in an independent business as represented to Freeflow.

Your Registration Obligations: You may be required to register with Freeflow or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Platform’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 16 years of age, you are not authorized to use the Platform, with or without registering. In addition, if you are under 18 years old, you may use the Platform, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Freeflow of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Freeflow will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Platform: Freeflow reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Freeflow will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

User Disputes:  You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and Freeflow will have no liability or responsibility with respect thereto. Freeflow reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

Fees and Payment

Payment for Projects:  Prior to agreeing to a Project, Freeflow shall notify Client of the applicable payment method, currency, and the corresponding fees that will be due and payable by Client (the “Fees”).  Unless otherwise agreed to by Freeflow, payment shall be made by Client to Freeflow upon commencement of a Project and held in an escrow account managed by Freeflow or a third party service provider prior to completion of the Project.  Upon release instructions by Client or completion of the Project (as determined by Freeflow), the Fees shall be released and paid to Freelancer.  

Unless otherwise agreed to by Freeflow, all Fees are due immediately from Client upon commencement of a Project and payment will be facilitated by Freeflow using the approved payment method designated in Client’s account.  If Client’s payment method is determined to be expired, invalid or otherwise not able to be charged, Client agrees that Freeflow may notify the corresponding Freelancer that the Fees have not been received.

Freeflow reserves the right to determine the disposition of any payment received by Freeflow from a Client in the event of a dispute between Client and Freelancer, including to remit such payment to Freelancer, to return a payment to Client or to hold such payment in escrow pending a judicial or other settlement of the dispute.  

Payment Method:  Client hereby authorizes Freeflow to process the applicable charges associated with a Freelancer’s invoice and corresponding fees pursuant to the payment method designated by Client.  Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such payment information; (b) Client is legally authorized to make payments using the payment method(s); (c) if Client is an employee or agent of a company or person that owns the payment method, that Client is authorized by the company or person to use the payment method to make payments on Freeflow; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such payment method(s) or applicable law. When Client authorizes a payment using a payment method, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed cannot be collected from Client’s payment method(s), Client is solely responsible for paying such amounts by other means.

Because the use of any payment method may be limited by applicable law or by written agreement with your financial institution, Freeflow is not liable to any user if Freeflow does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such payment method. Freeflow will make commercially reasonable efforts to work with any such affected users to resolve such transactions.

Freelancer Rates: Freelancer shall provide Freeflow with its preferred payment method, currency, and the fee schedule, which may be updated by Freelancer from time to time.  Freelancer agrees and acknowledges that the fees charged to the corresponding Client will include a service fee that is retained by Freeflow.

Taxes: Freeflow may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Freeflow is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Freeflow under the Terms of Service.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Freeflow, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Platform or by emailing or otherwise making available to other users of the Platform (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Freeflow. Freeflow reserves the right to investigate and take appropriate legal action against anyone who, in Freeflow’s sole discretion, violates this provision, including removing the offending content from the Platform, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Platform to:

a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Freeflow, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Freeflow or its users to any harm or liability of any type;

b) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform; 

c) violate any applicable local, state, national, or international law, or any regulations having the force of law; 

d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) solicit personal information from anyone under the age of 18;

f) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

i) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform; 

j) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Platform Content (as defined below)) available on or through the Platform, including through the use of virtual private networks; or

k) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Freeflow from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing company is permitted to view, access, or use any portion of the Platform without express written permission from Freeflow. By viewing, using, or accessing the Platform, you represent and warrant that you are not a competitor of Freeflow or any of its affiliates, or acting on behalf of a competitor of Freeflow in using or accessing the Platform.

Restrictions: Unless otherwise expressly authorized herein or in the Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform. 

Intellectual Property Rights

Platform Content: You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Freeflow, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Platform in accordance with these Terms of Service. Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. 

Trademarks: The Freeflow name and logos are trademarks and service marks of Freeflow (collectively the “Freeflow Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Freeflow. Nothing in these Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Freeflow Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Freeflow Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Freeflow be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Freeflow does not pre-screen content, but that Freeflow and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Freeflow and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Freeflow, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. 

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Freeflow and its third-party service providers to derive statistical and usage data relating to your use of the Platform (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform (“Submissions”), provided by you to Freeflow are non-confidential and Freeflow will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. 

You acknowledge and agree that Freeflow may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Freeflow, its users, or the public. You understand that the technical processing and transmission of the Platform, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Freeflow respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Freeflow of your infringement claim in accordance with the procedure set forth below.

Freeflow will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Freeflow’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at: 

2093 Philadephia Pike #4235

Claymont, DE 19703

To be effective, the notification must be in writing and contain the following information: 

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: 

If a counter-notice is received by the Copyright Agent, Freeflow will send a copy of the counter-notice to the original complaining party informing them that Freeflow may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Freeflow or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Freeflow has adopted a policy of terminating, in appropriate circumstances and at Freeflow’s sole discretion, the accounts of users who are deemed to be repeat infringers. Freeflow may also at its sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Platform and Websites 

The Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Platform”). Your access and use of the Third-Party Platform may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Platform on the websites or via the technology platforms of their respective providers. Some Third-Party Platform will provide us with access to certain information that you have provided to third parties, including through such Third-Party Platform, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Platform and our use, storage and disclosure of information related to you and your use of such Third-Party Platform within the Platform, please see our Privacy Policy. Freeflow has no control over and is not responsible for such Third-Party Platform, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Platform, or on the privacy practices of Third-Party Platform. We encourage you to review the privacy policies of the third parties providing Third-Party Platform prior to using such services. You, and not Freeflow, will be responsible for any and all costs and charges associated with your use of any Third-Party Platform. Freeflow enables these Third-Party Platform merely as a convenience and the integration or inclusion of such Third-Party Platform does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Platform are between you and the third party. Freeflow will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Platform.

Indemnification

You agree to defend, indemnify, and hold harmless Freeflow, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Freeflow Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service, or your violation of any rights of another. Freeflow will provide notice to you of any such claim, suit, or proceeding. Notwithstanding the foregoing, (a) you will have no obligation to indemnify or hold harmless any Freeflow Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Freeflow Party and (b) Freeflow reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Freeflow’s defense of such matter. You may not settle or compromise any claim against the Freeflow Parties without Freeflow’s written consent. 

Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FREEFLOW PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE FREEFLOW PARTIES MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE FREEFLOW PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE FREEFLOW PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM OR ANY SERVICES BEING PROVIDED BY FREELANCERS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM.  IN NO EVENT WILL THE FREEFLOW PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID FREEFLOW IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Termination

You agree that Freeflow, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including for lack of use or if Freeflow believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. Freeflow may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Freeflow may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Freeflow will not be liable to you or any third party for any termination of your access to the Platform.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Freeflow governing your access and use of the Platform, and supersede any prior agreements between you and Freeflow with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platform, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions.  Any legal action or proceeding relating to these Terms of Service shall be brought exclusively in the state or federal courts located in Delaware.  The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.  All The failure of Freeflow to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Freeflow, but Freeflow may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform. Freeflow will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Freeflow’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platform of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Freeflow Platform, Inc., 2093 Philadelphia Pike #4235, Claymont, DE 19703 or (804) 636-3757.

U.S. Government Restricted Rights

The Platform is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Platform (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Platform (including the Software).

Questions? Concerns? Suggestions?

 Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Platform.

Freeflow Services Inc. © 2022

Discover Talented Developers