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Terms and Conditions

Terms and Conditions

Last updated September 12th, 2017


Thanks for choosing to browse and shop with Flow Department. Please read these Terms and Conditions, which contain important information about your relationship with Flow Department, Inc. (collectively, “Company,” “we,” or “us”), including mandatory arbitration of disputes between us, instead of class actions or jury trials. You will become bound by these provisions once you accept these Terms and Conditions. 

By accessing and using our site, mobile applications, our social media pages and accounts (collectively, the "Site"), you agree to the terms and conditions set forth in these Terms and Conditions and our Privacy Policy, which is incorporated herein by reference. These Terms and Conditions also apply to the services available on and through the Site (the “Services”). If you do not agree with any of these Terms and Conditions or our Privacy Policy, you may not access or use the Site or Services for any purpose.

TOGETHER THESE TERMS AND CONDITIONS AND THE NOTICE OF PRIVACY PRACTICES CONSTITUTE YOUR SERVICE AGREEMENT (“AGREEMENT”) WITH FLOW DEPARTMENT. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF OUR WEB SITE, ANY MEMBERSHIP YOU MAY ESTABLISH ON THE SITE, AND YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES OFFERED ON THE SITE. BY ACCESSING AND/OR USING THE WEB SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU MAY NOT ACCESS OR USE THIS WEBSITE, BECOME A FLOW DEPARTMENT MEMBER, OR ACCEPT THIS AGREEMENT UNLESS YOU ARE AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE WEB SITE, SIGN UP FOR MEMBERSHIP, OR PURCHASE PRODUCTS OR SERVICES THROUGH THE WEB SITE.

FLOW DEPARTMENT RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, SUSPEND, OR DISCONTINUE ANY WEB SITE OR ANY WEB SITE FEATURE WITH OR WITHOUT NOTICE. YOU AGREE THAT FLOW DEPARTMENT WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE WEB SITE.

We may revise and update these Terms and Conditions from time to time in our sole discretion. The date these Terms and Conditions were last updated is set forth at the top of this page. All changes are effective immediately and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms and Conditions means that you accept and agree to the changes.

1. Account

1.1 Account Creation. You must complete the registration process by providing the Flow Department with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a password and a user name.

1.2 Responsibility for Account. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify the Flow Department immediately of any unauthorized use of your account or any other breach of security.

1.3 Liability for Account Misuse. The Flow Department will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by the Flow Department or another party due to someone else using your account or password.

1.4 Use of Other Accounts. You may not use anyone else's account at any time, without the permission of the account holder.

1.5 Account Security. The Flow Department cares about the integrity and security of your personal information. However, the Flow Department cannot guarantee that unauthorized third parties will never be able to defeat the Site's security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.

2. Sale Terms

2.1 Product Information. We make all reasonable efforts to provide information on our Site that is accurate and complete; however, pricing and typographical errors may occur or information may be out of date. There may be information, including information about products, their availability, or their prices that may be inaccurate or incomplete. We reserve the right to correct any such information without prior notice (including after you have submitted your order). The inclusion of any products or services on our Site at a particular time does not guarantee that the products or services will be available.

2.2. Product Colors. We have tried to display the products and attributes of the products on the Site, including the colors of products, we are offering for sale accurately. Because the colors you see depend on your computer monitor, we cannot guarantee that your monitor's display of any color will be accurate.

2.3. Pricing. The strike-through price displayed for products on our Site is based on the suggested retail price for the product provided to the Flow Department by our vendor. The strike-through price is not a price at which the Flow Department  previously sold the product. The strike-through price may or may not represent the prevailing price at any particular time or in every location, and we make no promises about the reliability or accuracy of any such information. Nothing can replace your own comparison shopping, and notwithstanding the strike-through price information provided, if this is an important factor for you in your purchasing decision, we recommend you conduct your own individual research as well. 

The “compare at” price represents our buying team's estimate of the regular, retail price at which a comparable item in specialty or department stores may have been sold. The item may not be offered by other retailers at the "compare at" price at any particular time or location. We always strive to provide you with the best prices on the items we sell, but we encourage you to do your own comparison shopping as well. 

For items that we offer as a set, the strike-through price is based on the total of all the suggested retail prices for each item in the set. For clothing items that are priced higher for larger sizes, we average the prices across sizes to determine the strike-through price.

2.4 Payment Terms. For each Product you order on the Site, you agree to pay the price applicable for the Product as of the time you submitted your order (“Product Price”), the delivery fees for the delivery service you select (“Delivery Fees”), and any applicable Taxes (defined below). Flow Department will automatically bill your credit card or PayPal account submitted as part of the order process for such amounts within five days of the order date, and you hereby authorize us to do so. You will be solely responsible for payment of all taxes (other than taxes directly imposed on Flow Department’s business activity in a state, such as income taxes), fees, duties, and other governmental charges, and any related penalties and interest, arising from the Product purchase (“Taxes”) not withheld by the Flow Department. 

2.5 Orders. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline or cancel your order (in whole or in part) for any reason. We may require additional verifications or information before accepting any order. Your order is not accepted until it is shipped (or a portion of the order is shipped). Notwithstanding the foregoing, you agree that, if we cancel all or a part of your order, your sole and exclusive remedy is that we (a) issue a credit to your credit card or PayPal account in the amount charged for the cancelled portion (if your credit card has already been charged for the order) or (b) not charge your credit card or PayPal account for the cancelled portion of the order.

2.6 Shipping. Any delivery dates provided by the Flow Department are estimates. Flow Department reserves the right to make deliveries in installments. Flow Department will send you an email when your order has shipped and you may review your order and shipping & handling information on your Flow Department My Account page. Legal title to, right of possession, and risk of loss or damage to or destruction of the products purchased shall transfer to customer upon Flow Department's delivery to carrier at shipping point. 

2.7 Return Policy. 

2.7.1 Returns. Flow Department will only accept returns on products that are identified on the Product information page as eligible for return or as provided in Section 2.7.3 below. Once the Flow Department confirms that your Product was returned in accordance with Section 2.7, you will receive a refund in the amount charged for the applicable Product; provided that the credited amount will not include the applicable Delivery Fee, which is nonrefundable. Additionally, any applicable return shipping and handling fees will be deducted from the credited amount. Promotional shipping offers may not be applied to return shipping costs. Refunds issued as a Store Credit may only be used for future purchase of Products on the Site (excluding gift cards).

2.7.2 Exchanges. We do not accept any Product exchanges.

2.7.3 Damaged Products. If the Product arrives damaged (“Damaged Product”), Flow Department will accept returns for a full refund only in accordance with the Return Procedures below. Once Flow Department confirms that you received a Damaged Product that was returned in accordance with the Return Procedures below, your sole and exclusive remedy is that (a) we will issue a refund to your credit card or PayPal account in the amount charged for the Damaged Product (if your credit card or PayPal account has already been charged for the Product) or (b) we will not charge your credit card or PayPal account for the Damaged Product. The refunded amount will include the applicable Delivery Fee.

2.7.4 Return Procedures. All returns of eligible product must be initiated within 14 days after the Product delivery date, and an applicable fee for return shipping will be deducted from your refund. All returned Products must be unused (e.g., not worn, washed, damaged, or altered), in the original packaging with original tags attached and returned in accordance with any other instructions received from contacting customer service. More information about eligible returns or costs associated with a return can be obtained by viewing the information on the Product page. Once you initiate a return, a Flow Department shipping label will be issued to you to return your item(s). You must use this label to return the item. Unauthorized returns will not be refunded or credited to your account, and we may handle or dispose of those products as we see fit in our sole discretion.

3. User Content

3.1 Content Ownership. “User Content” of a Site user means any and all information and content that such user submits to Flow Department by any means, including through social media (e.g., Instagram, Facebook, Twitter), or uses with the Site (e.g., a user profile or a feedback submission). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the Site as described herein and (ii) your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Flow Department. Because you alone are responsible for your User Content (and not Flow Department), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Flow Department is not obligated to backup any User Content, makes no representation that it will do so, and you agree that Flow Department may delete User Content at any time.

3.2 Content License. By submitting your User Content or using it with the Site , you automatically grant, and you represent and warrant that you have the right to grant, to Flow Department an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site, Flow Department social media platforms or marketing initiatives. You agree to irrevocably waive (and cause to be waived) any claims and assertions of publicity or moral rights, or attribution with respect to your User Content.

3.3 Feedback. Flow Department will treat any feedback, communications, or suggestions you provide to Flow Department as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Flow Department to the contrary, you agree that you will not submit to Flow Department any information or ideas that you consider to be confidential or proprietary.

4. Acceptable Use Policy

4.1 Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of this Agreement and the Privacy Policy. You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or in violation of any law, regulation, or obligations or restrictions imposed by any third party. Any action by you that, in our sole discretion: (i) violates the terms and conditions of this Agreement and/or the Privacy Policy; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use our Services. 

4.2 You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services, or (v) interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. You shall not use any communication systems provided on our Services (such as Forums or email) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Services without our prior written permission.

4.3 Our Services may have "publicly accessible areas" such as message boards, forums, member profiles or other features that allow users to post User Content that will be accessible by the public or the user population generally. As a user of the Services, you acknowledge and affirmatively agree that in the course of using the Services you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate. You further agree that Flow Department shall not, under any circumstances, be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content made available by the Services in any manner or method. This Agreement prohibits certain activities and actions regarding the submission of User Content, however you agree that Flow Department does not make any representation or warranty that the User Content you may encounter through your use of the Services complies with these acceptable use provisions. Your use of the services is solely at your own risk. This Agreement does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these acceptable use provisions. 

4.4 Flow Department reserves the right, but is under no affirmative obligation, to (i) review or screen any User Content submitted to the Site or otherwise submitted through the Services; (ii) edit any User Content posted on the Services; and/or (iii) remove any User Content from the Services for any reason, at any time, without prior notice, at our sole discretion. Flow Department will have no liability or responsibility to users of the Flow Department Services or any other person or entity for performance or nonperformance of such activities. Flow Department enforcement of the acceptable use provisions set forth in this Agreement with respect to User Content in some instances does not constitute a waiver of our right to enforce such provisions in other instances involving similar content. 

5. Site

5.1 License. Subject to the terms of this Agreement, Flow Department grants you a limited, non-transferable, non-exclusive, license to access and make personal use of the shopping services and features provided on the Site. This license does not include any resale or commercial use of the Site features or content, or the right to access or use the Site for any of the restricted purposes set forth in Section 5.2. Flow Department  may terminate this license at any time for any reason.

5.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive Service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. 

5.3 Proprietary Rights. As between Flow Department and you, Flow Department or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Flow Department. 

5.4 Intellectual Property Rights. Flow Department names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the "Proprietary Marks"), are owned by Flow Department. You may not use the Proprietary Marks without our prior written permission. 

6. Third Party Links, Services and Content. 

6.1 The Site may contain services, features, links to, or advertisements for, third party web sites, services and/or content, websites, products or services, and the Internet as a whole. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. When you visit or use a third party’s website you agree to read and consent to the third party’s Terms of Service and Privacy Policy and you release us from any liability.

You acknowledge that we are not responsible for such content or services and that we are not an agent of any third party, nor are we a direct party in any such transaction with a third party. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. Similarly, we are not responsible for any third party content or process you access with the services, and you irrevocably waive any claim against us with respect to such sites and third party content. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our actions.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

7. Suspension and Termination

7.1 Flow Department reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Site or any portion thereof (including any Services or Content) at any time. You agree that Flow Department will not be liable to you or to any third party for any such change, suspension, or discontinuance.

7.2 Flow Department may suspend your rights to use the Site (as well as your Flow Department Account) or terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement or if we believe you are younger than 18. Upon termination of this Agreement, your Flow Department Account and right to access and use the Site will terminate immediately. You understand that any termination of your Flow Department Account may involve deletion of any User Content you may have posted. Flow Department will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Flow Department Account or deletion of your User Content. 

8. Intellectual Property

8.1 Copyright Infringement

Flow Department takes claims of copyright infringement seriously. We will respond to all notices of alleged copyright infringement that comply with applicable law. If you believe any Content accessible on the Site infringes your copyright, you may request the removal of such Content from the Site by submitting written notification to our Copyright Agent (designated below).

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted Content you believe to have been infringed or, if the claim involves multiple Content on the Site, a representative list of such Content.
  • Identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and e-mail address).
  • A statement that you have a good faith belief that use of the copyrighted Content is not authorized by the copyright owner, its agent or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Flow Department designated agent to receive DMCA notices is: Flow Department, Inc., Attn: Compliance, 3 Simm Lane, Suite 3L, Newtown, CT 06470.

8.2 Trademark Infringement

Trademark infringement is improper or unauthorized use of a trademark in a way that is likely to cause confusion as to the source of that product. If you post Content on the Site that uses another party's trademarks in a way that is likely to cause confusion, your Content can be blocked and your account suspended.

If you are a trademark owner and you believe your trademark is being infringed, please submit a trademark complaint that includes the following information:

  • Your full legal name
  • Your email address (please use company email address)
  • Your title
  • Company name (trademark holder)
  • Company street address
  • URL of allegedly infringing use of trademark
  • Trademarked word or symbol
  • Registration number, including registration office
  • Description of how the use violates your trademark with specific information and grounds for your complaint
  • A statement that you understand that Jane may provide third parties, including the affected user, with a copy of your complaint
  • A statements under penalty of perjury that (a) you have a good-faith belief that the challenged material violates your rights, (b) the information in your complaint is true and correct, and (c) you are the trademark owner or are authorized to act on the trademark owner’s behalf

The complaint should be sent to support@flowdepartment.com, or by mail to Flow Department, Inc., Attn: Compliance, 3 Simm Lane, Suite 3L, Newtown, CT 06470.

Flow Department is willing to perform a limited review of reasonable complaints and will remove content in clear cases of infringement. To further encourage resolution between users, Flow Department forwards each trademark complaint to the uploader before taking any action, giving the seller the opportunity to address any potential Trademark issues.  

9. Arbitration Program

This agreement contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration. This agreement also contains an agreement that you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding. If you do not agree to be bound by all of these terms, including the mandatory arbitration provision and the class action waiver you may not access or use the service.

You agree that Flow Department has the right, in its absolute sole discretion, to cancel any order at any time for any reason whatsoever. You further agree that any dispute between you and Flow Department, and/or you and any third-party brand, related to a purchase made through the Flow Department, will be resolved in its entirety by your receipt of a full refund for all amounts you were charged and paid. For any dispute you have with Flow Department, you agree to first contact us at support@flowdepartment.com and attempt to resolve the dispute with us informally. If Flow Department has not been able to resolve the dispute with you informally within 60 days, we each agree to resolve any claim, dispute, or controversy as follows:

You and we agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in this Legal Disputes section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

a) Applicable Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.

b) Agreement to Arbitrate. You and we each agree that any and all disputes or claims between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any products or services displayed, offered, sold, delivered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. 

c) Prohibition of Class and Representative Actions and Non-Individualized Relief. You and we agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect our other users.

d) Arbitration Procedures. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

e) Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of Delaware. You and we agree to submit to the personal jurisdiction of the courts located within the State of Delaware for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of Delaware; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Delaware.

10. General

10.1 Governing Law. This Agreement shall be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state in which you reside, without regard to the conflicts of laws rules of that state or any other state.

10.2 Severability. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. 

10.3 No Waiver. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 

10.4 Survival. All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement. 

10.5 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and the purchase of any Products on our Site. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is deemed to be illegal or unenforceable, the remainder of this Agreement shall be unaffected and shall continue to be fully valid, binding, and enforceable .This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Flow Department prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

 

If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at contact@flowdept.com.