Terms of Use

Flow State

Last Updated: 18 October 2024

Flow State LCA, a Colorado-based limited cooperative association (referred to herein as “Flow State”, “we”, “our”, or “us”), provides a blockchain-based toolkit enabling individuals and communities (“Users”) to build, fund, and make collective decisions for shared impact. This is done through the development and exposure of open source software that allows Users to interact with Flow State and its technology components, community, and resources.

These Terms of Use (the "Agreement", or “Terms”) explain the terms and conditions by which you may access and use the products and protocols provided by Flow State. The products and protocols (the “Services”) shall include, but shall not necessarily be limited to Streaming Quadratic Funding, the Flow State website (http://flowstate.network/), Flow State Patronage, and other partnered products denoted with Flow State’s brandmark. By using or otherwise accessing the Services, or clicking to accept or agree to these Terms where that option is made available, you accept and agree to these Terms, consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy and any additional terms, rules and conditions of participation issued by Flow State from time to time.

Flow State reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on our Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.

You represent and warrant that you: (a) are of legal age to form a binding contract; (e.g., 18 years old in the United States) (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Services will fully comply with all applicable laws and regulations, and that you will not access or use any of our Services to conduct, promote, or otherwise facilitate any illegal activity.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Services are only available to you — and you should only access any of our Services — if you agree completely with these Terms.

Your Responsibilities

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Services:

Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.

Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.

Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.

Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.

Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law.

Transactions

You agree and understand that: (a) all transactions you submit through any of our Services are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any transactions; and (c) we do not conduct a suitability review of any transactions you submit.

Non-Custodial and No Fiduciary Duties

Each of the Services is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance and Tax Obligations

One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of our Products or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Role of Flow State

Flow State is not involved in the transactions between users, and has no control over the quality, safety, or legality of tasks or consideration for tasks, the ability of users to perform tasks to others' satisfaction, or the ability of users to pay for tasks. Flow State will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users. Flow State has no control over users or the services offered or rendered by users and Flow State makes no representations as to the reliability, capability, or qualifications of any user or the quality, security, or legality of any services, and Flow State disclaims any and all liability relating thereto.

Flow State Streaming Grants

In addition to the above, but notwithstanding anything to the contrary therein, if you use the Services to start a streaming grant (a “Grant”) to a User, you agree that: (a) the User has broad discretion in performing the tasks described on its project page on our website (the “Grant Project Page”), including what, how and when they perform such tasks, and how they use the Grant; (b) the Grant will be made to the User on a continuous basis, commencing at the time that you agree to make the Grant; (c) the User may change the tasks, including without limitation the scope and timeline; (d) Grant contributions will be continuously issued and remitted to the User prior to the User completing all tasks; (e) the Grant is not refundable; (f) you will not have the ability on the Services to dispute or reject tasks performed by Users, but you may terminate your continuous Grant contributions at any time; (g) if your wallet balance reaches zero, your Grant stream can be terminated and result in the loss of the associated buffer deposit; and (h) you and User are responsible for any tax liabilities in connection with your transaction.

Restrictions on Use

Unless otherwise expressly authorized in these Terms of Use or on the Services, you may not take any action to interfere with the Services or any other user’s use of the Services or decompile, reverse engineer, or disassemble any content or other products or processes accessible through the Services, nor insert any code or product or manipulate the content in any way that affects any User’s experience. While using the Services you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. In addition, we expect users of the Services to respect the rights and dignity of others. Your use of the Services is conditioned on your compliance with the rules of conduct set forth in this Section.

Warranty Disclaimer

You expressly understand and agree that your use of the Services is at your sole risk. The Services are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You release Flow State from all liability for content you acquired or failed to acquire through the Services.

Indemnity

You agree, to the fullest extent permitted by applicable law, to release and to indemnify, defend, and hold harmless Flow State and its parents, subsidiaries, affiliates, and agencies, as well as the officers, directors, employees, members, shareholders, and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever arising or resulting from: (a) your use of the Service, (b) your violation of these Terms of Use, (c) any of your acts or omissions that implicate publicity rights, defamation, invasion of privacy, confidentiality, intellectual property rights or other property rights, (d) your User Generated Content, (e) any misrepresentation by you and (f) any disputes or issues between you and any third party. Flow State reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Flow State in the defense of such matter.

Limitation on Liability

You acknowledge and agree that you assume full responsibility for your use of the Services. You acknowledge and agree that any information you send or receive during your use of the Services may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Services is at your own risk. Recognizing such, you understand and agree that, to the fullest extent permitted by applicable law, neither Flow State nor its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders or representatives of any of the foregoing entities, or its suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort (including, in jurisdictions where permitted, negligence and gross negligence), strict liability or any other theory (even if Flow State had been advised of the possibility of such damages), resulting from the Services; the use or the inability to use the Services; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the Services; any actions we take or fail to take as a result of communications you send to us; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the Service); any injury or damage to computer equipment; inability to fully access the Services or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) may be owned by us, our third-party licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws

The Services may contain or be provided with components subject to the terms and conditions of open source software licenses. To the extent applicable, the we will identify such open source software included on or provided through the Services. To the extent required by the license that accompanies such open source software, the terms of such license will apply in lieu of these Terms of Service with respect to such open source software, including, without limitation, any provisions governing access to source code, modifications or reverse engineering.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will stop immediately. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Flow State. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Certain of our services use licensed material, including but not limited to code base, logos and branding elements from third-parties. To the extent these Terms of Service conflict with the terms and conditions of any third party, the terms and conditions of the applicable third-party license shall control, but solely with respect to such content.

By using any of our Services, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Services for our current and future business purposes, including to provide, promote, and improve the Services. This includes any digital file, art, or other material linked to or associated with any content displayed. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon any suggestions or feedback for any purpose.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through any of our Products (including, but not limited to, NFTs). You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.

Our Services may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Services. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Governing Law These Terms of Use shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law.