Terms and Conditions

1.1 Legal Compliance

You agree to comply with all applicable local, state, national, and international laws and regulations when using our website and services. This includes, but is not limited to:

• • Intellectual property laws and respecting copyrights, trademarks, and patents
• • Privacy and data protection regulations in your jurisdiction
• • Export control laws if engaging in international business
• • Consumer protection and advertising standards

1.2 Accurate Information

You are required to provide accurate, current, and complete information when communicating with Flow State. This includes contact details, project information, and any other data requested during inquiries or service engagements. Providing false or misleading information may result in termination of services and potential legal action.

1.3 Account Security

If you create any form of account or provide login credentials for project collaboration, you are responsible for maintaining the confidentiality of your access information. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Flow State is not liable for losses caused by unauthorized access to your account.

1.4 Prohibited Conduct

You expressly agree not to engage in any of the following prohibited activities:

1.5 Indemnification Obligations

You agree to indemnify, defend, and hold harmless Flow State, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from your violation of these Terms and Conditions, your use of our services, or your violation of any rights of another party.

2.1 Service Agreements

When you engage Flow State for professional services, a separate written service agreement will detail the specific scope, deliverables, timelines, and payment terms. These Terms and Conditions supplement any such service agreements. In the event of conflict between these general terms and a specific service agreement, the service agreement shall prevail for matters within its scope.

2.2 Payment Terms

Unless otherwise specified in a service agreement, the following payment terms apply:

• • Payment is due according to the schedule outlined in your service agreement
• • Late payments may incur interest charges of 1.5% per month or the maximum allowed by law
• • You are responsible for all taxes, fees, and charges related to your payments
• • Non-payment may result in suspension of services and legal action for collection

2.3 Cancellation and Refunds

Cancellation policies vary depending on the service and project stage. Generally, cancellation requests must be made in writing. Work completed prior to cancellation is billable at the agreed-upon rates. Deposits and advance payments may be non-refundable depending on the circumstances outlined in your service agreement. Rush fees and expedited service charges are non-refundable.

2.4 Client Cooperation

Timely completion of services depends on your cooperation. You agree to provide necessary information, materials, feedback, and access in a timely manner. Delays caused by lack of client response may affect project timelines and costs. If client delays exceed 30 days, Flow State reserves the right to suspend the project or adjust timelines and fees accordingly.

2.5 Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the course of the business relationship. This includes business strategies, technical specifications, design concepts, and any information marked as confidential. Confidential information may only be disclosed to employees or contractors who need to know it for project purposes and who are bound by similar confidentiality obligations.

4.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall Flow State, its officers, directors, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use our services, even if we have been advised of the possibility of such damages.

4.2 Specific Exclusions

Flow State shall not be liable for damages arising from:

• 1. Any errors, mistakes, or inaccuracies of content on our website
• 2. Personal injury or property damage resulting from your access to or use of our services
• 3. Any unauthorized access to or use of our servers or any personal information stored therein
• 4. Any interruption or cessation of transmission to or from our website
• 5. Any bugs, viruses, or similar harmful components transmitted through our services
• 6. Any loss or damage to your game, software, or business resulting from implementation of our recommendations

4.3 Cap on Total Liability

In no event shall Flow State's total aggregate liability to you for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, exceed the total amount paid by you to Flow State for services in the twelve months immediately preceding the claim, or one hundred United States dollars ($100 USD), whichever is greater.

4.4 Jurisdictional Variations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. The limitations and exclusions in this section apply regardless of whether damages arise from breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability.

5.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms and Conditions or your use of our services, you agree to first attempt to resolve the matter informally by contacting us directly. We commit to working with you in good faith to reach a mutually satisfactory resolution. Please allow us at least 30 days to address your concerns before pursuing formal dispute resolution procedures.

5.2 Mediation

If informal resolution efforts fail, both parties agree to attempt to resolve the dispute through mediation before a mutually agreed-upon neutral mediator. The mediation shall take place in San Diego County, California, unless both parties agree to a different location. Each party shall bear its own costs and expenses in connection with the mediation, with the mediator's fees split equally.

5.3 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

5.4 Jurisdiction and Venue

You agree that any legal action or proceeding arising out of or relating to these Terms and Conditions or your use of our services shall be brought exclusively in the federal or state courts located in San Diego County, California. You hereby consent to the personal jurisdiction and venue of such courts and waive any objection to jurisdiction or venue in these courts.

5.5 Class Action Waiver

You agree that any dispute resolution proceedings, whether through negotiation, mediation, arbitration, or litigation, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive your right to file a class action or seek relief on a class basis. If this waiver is found unenforceable, the entire dispute resolution provision shall be deemed null and void.

5.6 Time Limitation on Claims

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 our services or these Terms and Conditions must be filed within one year after such claim or cause of action arose, or be forever barred.

6.1 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, the provision shall be severed from these terms. The remaining provisions shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or by its severance.

6.2 Force Majeure

Flow State shall not be liable for any failure or delay in performance of its obligations under these Terms and Conditions or any service agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, natural disasters, pandemics, labor disputes, government actions, telecommunications failures, or power outages. In such circumstances, our obligations shall be suspended for the duration of the force majeure event.

6.3 No Waiver

No waiver by Flow State of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Flow State to assert a right or provision under these terms shall not constitute a waiver of such right or provision. All waivers must be in writing and signed by an authorized representative of Flow State to be effective.

6.4 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms and Conditions without the prior written consent of Flow State. Any attempted assignment without such consent shall be null and void. Flow State may freely assign or transfer these Terms and Conditions or any rights or obligations hereunder, in whole or in part, without restriction and without prior notice to you.

6.5 Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any applicable service agreements, constitute the entire agreement between you and Flow State regarding your use of our website and services. These documents supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

6.6 Survival

All provisions of these Terms and Conditions which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, dispute resolution provisions, and general legal provisions.

6.7 Modifications to Terms

Flow State reserves the right to modify these Terms and Conditions at any time. We will provide notice of significant changes by updating the "Effective Date" at the top of this page and, when appropriate, by providing additional notice such as via email or a prominent notice on our website. Your continued use of our website or services after any modifications constitutes acceptance of the updated terms. It is your responsibility to review these terms periodically.

6.8 Contact Information

For questions, concerns, or notices regarding these Terms and Conditions, please contact Flow State at info@flow-st-ate.com, by phone at +1 (619) 385-7294, or by mail at 7823 Experience Avenue, Design Quarter, San Diego, CA 92101.