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FlowAudio LLC

Terms of Use
Version: v.2024-11-04
1. Introduction

Welcome to Flow Audio! We are thrilled that you are interested in utilizing our site, which connects clients with skilled music professionals. Flow Audio, hosted at flowaudio.com, facilitates the hiring of freelance musicians, instrumentalists, producers, audio engineers, and other professionals to provide a wide array of musical services. By creating an account, clicking to accept the terms and privacy agreements, browsing, or using any of the Flow Audio services, including our website, user interfaces, and applications (collectively referred to as the “site” or “platform”), or by engaging with any content or material available through the site, you agree to comply with these Terms of Use (also referred as “Terms” or “Agreement”). Please take a moment to read these Terms, our Privacy Policy, and any other relevant documents referenced herein carefully.

2. Ownership

This Site is operated and owned by FlowAudio LLC, a company based in Dover, DE, USA (referred to as “Flow Audio,” “the Site,” or “FlowAudio”). Unless otherwise stated, all rights, titles, and interests in and to the materials on this Site—including, but not limited to, information, documents, logos, graphics, sounds, images, audiovisual content, and related intellectual property rights such as copyrights and trademarks (collectively referred to as the “Assets”)—are the exclusive property of FlowAudio, except for any third-party licensed content or user-generated content uploaded to the Site. The names “Flow Audio” and the “Flow Audio Logo” are registered trademarks owned solely by FlowAudio. Unless expressly permitted in these Terms, none of the Assets may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any manner. Nothing contained on this Site shall be interpreted as granting, by estoppel, implication, or otherwise, any license or right to use any of our intellectual property rights. All rights not expressly granted herein are reserved by FlowAudio.

Users retain full ownership of any content they upload or provide on the Site. Flow Audio does not claim any ownership rights to user-generated content. By uploading or providing content, users grant Flow Audio a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute their content solely for the purpose of operating, marketing, and improving the Services. This license allows us to display user content on the Site, promote our Services, and enhance the functionality and experience of the Site for all users. Users continue to own their content, and this license does not restrict their ability to use their content in any way. Users represent and warrant that they have the necessary rights and permissions to grant this license and that their content does not infringe on any third-party rights.

3. Agreement

This Agreement is between you and FlowAudio LLC (“Flow Audio,” “we,” “us,” or “our”), and includes any additional terms and conditions posted by Flow Audio through the site, or otherwise made available to you. By accessing or using the site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree with (or cannot comply with) this Agreement, you are not authorized to access or use the site and we kindly request that you do not use it.

These Terms of Use, along with any additional terms and conditions referenced herein or presented elsewhere on the site, including our Privacy Policy (collectively, the “Terms” or “Agreement”), set forth the terms and conditions that govern your use of Flow Audio’s site and services. FlowAudio LLC (“Flow Audio,” “we,” “us,” or “our”) owns and operates flowaudio.com and all associated rights and trademarks (related to “Flow Audio” and / or “FlowAudio”).

This Agreement constitutes the legally binding terms of service for your use of the site and all services provided by Flow Audio (the “Services”). By using the site and/or services offered by Flow Audio, including but not limited to browsing the site, creating an account, or engaging with content, you (the “User” or “You”), whether as an individual or entity, expressly agree to comply with these Terms. You further agree to abide by all applicable laws and regulations. These Terms apply to all users of the site (“clients” and “providers”), including, without limitation (any person interacting with the site), users who are businesses, customers, musicians, producers, sound engineers, and contributors of content, information, and other materials or services on the site. By using the site and/or services provided by Flow Audio, you agree to waive any and all claims challenging the validity or enforceability of these Terms.

THE SITE LIMITS THE USE TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OF AGE. FURTHERMORE, YOU MUST BE CAPABLE OF LEGALLY ENTERING INTO A BINDING CONTRACT. A legal guardian must supervise minors (over the age of 13) interested in using the site and must use their own personal information (not the personal information of the minor). Use by anyone under the age of 13 is strictly prohibited. It is further understood that the site has the right to cancel user access or refuse service to anyone at any time.

This Agreement, including its validity, construction, and all matters related to the relationship between the parties, shall be governed by the laws of Delaware, USA, and applicable USA Federal law. In the event either party needs to enforce or litigate this Agreement or any provision thereof, the prevailing party shall be entitled to recover all reasonable legal fees, attorneys’ fees, costs, and necessary disbursements incurred, including those on appeal. This Agreement shall bind and benefit the parties and their respective assigns. Exclusive jurisdiction and venue for any legal proceedings shall be in the state or federal courts serving Kent County, Delaware.

4. General Terms / Overview

Only registered users are permitted to buy and sell on Flow Audio. By registering for an account, you represent and warrant that the information you provide is accurate, complete, and current, and you agree to promptly update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials, including your email address, password, and any other account identifiers, and for any and all activities that occur under your account. Flow Audio shall not be liable for any unauthorized access to or use of your account. You agree not to create an account for any fraudulent or misleading purposes. Flow Audio reserves the right, but has no obligation, to monitor your use of the site to ensure compliance with these Terms and to meet any legal, regulatory, or governmental requirements. We may disclose personally identifiable information as required by law or in response to valid requests by law enforcement authorities, as detailed in our Privacy Policy, which is incorporated herein by reference. Flow Audio reserves the exclusive right to curate marketplace content by pausing, restricting, or deleting any service or account at its sole discretion. Users with accounts on hold will be prohibited from engaging in buying (as a client) or selling (as a provider) activities on the platform. Flow Audio retains the right, at its sole discretion and for any reason, to suspend, restrict, or terminate your account and/or access to the services, either temporarily or permanently.

5. User Conduct

By using this Site, you agree to maintain proper conduct and adhere to the following guidelines:

  • 5.1 Lawful Use: You agree to use the Site solely for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations, including intellectual property laws. Unauthorized use of the Site is strictly prohibited.
  • 5.2 Prohibited Actions:
    • Intellectual Property Infringement: You must not upload, download, post, submit, or distribute any material that infringes on patents, trademarks, trade secrets, copyrights, or other intellectual property rights.
    • Unauthorized Site Modifications: You are prohibited from modifying, translating, decompiling, disassembling, data mining, scraping, indexing, or reverse engineering any part of the Site or its content, except as permitted by law.
    • Removal of Proprietary Notices: Removal of any proprietary notices, marks, or labels from the Site is forbidden.
    • Inappropriate Content: Posting or distributing adult-oriented, pornographic, obscene, or otherwise inappropriate content is prohibited, as is the dissemination of spam, nonsense, deceptive, or violent content.
    • Misrepresentation: Misrepresenting the source, identity, or content of any information transmitted via the Site is not allowed, nor is engaging in fraudulent activities, creating accounts for deceptive purposes, or misleading buyers or sellers.
    • Resale of Regulated Goods and Academic Work: The resale of regulated goods (or any other physical goods) or offering to prepare academic works on behalf of buyers is forbidden.
    • Automated Access: You must not use automated means, such as robots, spiders, or scrapers, to access or interact with the Site, except search engine operators for creating publicly available searchable indexes.
  • 5.3 Provider Responsibilities:
    • Providers are required to deliver services in accordance with the quality standards demonstrated in their "Become a Pro" application. Recurring poor quality deliveries, as determined through negative reviews, may result in suspension or permanent removal from the platform.
  • 5.4 Content Violations:
    • Projects or any content, such as communicative messages, flagged for violations are not eligible for restoration or editing and may be used for investigation purposes. The Site reserves the right to remove or suppress projects due to violations of these Terms, poor performance, or user misconduct. This includes content that contains website URLs, email addresses, or other means to circumvent the platform.
    • Statements undermining or circumventing these Terms are prohibited.
  • 5.5 Confidential Information:
    • Access to confidential information belonging to other users or Flow Audio, including business secrets, financial data, and client information, must be protected with the same degree of care as your own confidential information and may only be used in accordance with these Terms. Disclosure of such Confidential Information is permitted if required by law or as directed by Flow Audio, with reasonable prior notice to the disclosing party.
  • 5.6 Account Security:
    • You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities occurring under your account. Flow Audio is not liable for any unauthorized access or activities on your account.
  • 5.7 Enforcement and Liability:
    • Flow Audio reserves the right to suspend, restrict, or terminate user accounts and services at its sole discretion for any violations of these Terms or other conduct deemed inappropriate.
    • Sellers are responsible for general liability related to all risks associated with the performance of their services and must obtain a general liability insurance policy with sufficient coverage amounts.
    • Flow Audio will not be held legally responsible or liable for any claim, including, without limitation, loss or injury to real, tangible, or intellectual property, violations of personal privacy or privacy rights, actual, consequential, or punitive damages, personal injury, or wrongful death made in connection with user conduct or misconduct.
  • 5.8 Monitoring:
    • Flow Audio reserves the right to monitor all activity and data to uphold these terms of use.
6. Clients (Buyers)

Note: Users, who are accepted as a provider through the “Become a Pro” feature may act as both clients and providers depending on their role in any given job.

  • 6.1 General Requirements:
    • Payment Restrictions: Clients are prohibited from making payments to Providers using any payment systems outside of the Flow Audio platform. All payments must be conducted through the platform to ensure security and compliance.
    • Direct Proposals: Clients may request direct proposals from Providers without posting their project on the public project board, provided the request is for services permitted on Flow Audio. All services requested must comply with Flow Audio's listed services, and any “other” service requests and descriptive details must adhere to the platform’s guidelines of conduct.
    • Legality of Funds: Clients must ensure that all funds used for transactions are legally obtained and not associated with any unlawful or fraudulent activities.
    • Reporting Alternative Communication Requests: If a Provider requests to communicate through an alternative method for means to circumvent the platform, Clients must report this immediately using the "Contact Us" feature or by emailing help@flowaudio.com.
  • 6.2 Payment Procedures:
    • Adherence to Payment Terms: Clients must comply with the Payment Terms for all transactions made through the Site, including any applicable fees and taxes. Payments must be executed exclusively through the Flow Audio platform.
    • Reporting Alternative Payment Requests: If a Provider requests payment through an alternative method, Clients must report this immediately using the "Contact Us" feature or by emailing help@flowaudio.com.
  • 6.3 Liability for Damages:
    • User Responsibility for Security: Flow Audio is not liable for any damages that may occur due to site usage or use of content or files transferred through the platform. Users are responsible for scanning all transferred files for viruses and malware.
  • 6.4 Jobs (Orders)
    • 6.4.1 General:
      • Right to Refuse or Limit Jobs: Flow Audio reserves the right to limit or refuse any job without prior notice, including jobs that are in progress. In such cases, any funds will be returned to the client. Verification of information may be required before accepting a job.
      • Completion of Jobs: A job is deemed complete when the Client either accepts the delivered work or when there is no client activity for three days after delivery, whichever occurs first.
      • Cancellation and Refusal:
      • Right to Cancel: Flow Audio reserves the right to refuse any job placed on the Site based on account status, payment methods, or billing addresses. If a job is modified or canceled, Flow Audio will attempt to notify the Client using the contact information provided at the time of order.
    • 6.4.2 Provision of Services:
      • Accuracy and Availability: If any service, proposal or information cannot be located, appears inaccurate, or if there are any questions, Clients should contact help@flowaudio.com or use the "Contact Us" feature. Flow Audio disclaims any representations or warranties regarding the accuracy or availability of content displayed on the Site.
    • 6.4.3 Project Acceptance and Dispute Resolution:
      • Review Period: After a Provider makes a delivery, Clients have three days to review and either accept or reject the files, thereby requesting a new delivery. If no action is taken within this three-day period, the job will be marked as accepted (approved) and considered "completed."
      • Resolving Issues: Any issues with delivered files should be addressed by continuing to communicate with the Provider in the job workspace. If further assistance is needed, Clients can contact Flow Audio at help@flowaudio.com.
    • 6.4.4 Ratings:
      • Buyer Rating: A Client’s cumulative rating is based on user reviews, the number of jobs successfully completed without issues, seniority, and any other job-related factors. This score affects the Client’s posted projects search visibility and suggestion frequency when Providers perform a Project search. Furthermore, the Client’s rating is made public to the benefit of providers seeing who they are willing to work with.
      • Modification of Score: Flow Audio reserves the right to modify a Client’s cumulative score at its sole discretion, with or without notice, and for any reason.
7. Providers (Sellers)

Note: Users, who are accepted as a provider through the “Become a Pro” feature may act as both clients and providers depending on their role in any given job.

  • 7.1 Order Notification and Payment
    • Notification: Upon a Client’s acceptance of a proposal through the Site, the Seller will receive notifications via their account, email, and text.
    • Payment Processing: After the successful delivery of the Project file(s) to the Client, Flow Audio will credit the Seller’s account with the revenue derived from the sale, less Flow Audio’s commission. Payments to a Provider’s account will be processed within a reasonable timeframe, typically within three business days following the Client’s acceptance or the conclusion of the three-day review period. Flow Audio does not guarantee a specific timeframe for the delivery of funds.
  • 7.2 Prohibited Practices
    • Outbound Links: Providers are prohibited from including outbound links (e.g., to websites, platforms, marketplaces, online groups, or social media pages) or referencing prohibited URLs in their profile descriptions, images, videos, or delivered files. Directing users to external sites through the Site may result in account termination without prior notice.
    • Liability for Redirection: If Flow Audio determines that redirection was intended to bypass the Flow Audio payment portal, the Provider will be liable for liquidated damages of One Thousand Five Hundred Dollars ($1,500), payable within sixty (60) days of account termination. This amount is considered a fair estimate of damages suffered by Flow Audio.
  • 7.3 Quality of Services
    • Standards for Deliverables: Sellers must deliver professional-quality work that:
      • Is error-free
      • Is free from viruses or malware
      • Fully meets the defined requirements as per the accepted proposal
      • Includes the set of deliverables specified in the Proposal description or agreed upon with the Client through messages
      • Reflects the level of expertise represented in the Provider's profile page and/or proposals
    • Delivery Process: To complete a Project, Providers must submit the completed files and/or proof of work using the “Make Delivery” action in the job workspace. The “Make Delivery” action should not be used if the deliverables are not ready. Delivering incomplete or fake deliverables may result in permanent suspension.
  • 7.4 Third-Party Delivery
    • Use of Services: Sellers may use third-party file transfer services (e.g., Box, Dropbox, WeTransfer, Google Drive) to deliver files. The use of any third-party service is subject to the terms and conditions of the respective third-party site. The delivery link should be placed in a .txt file and attached as part of the “Make Delivery” action.
  • 7.5 Liability for Damages
    • User Responsibility: Flow Audio is not responsible for damages resulting from site usage or content/files transferred. Users must scan all transferred files for viruses and malware.
  • 7.6 Ratings, Cumulative Score, and Search Visibility
    • Calculation of Cumulative Score: A Provider’s cumulative score is based on user reviews, the number of jobs successfully completed without issues, seniority, and any other job-related factors. This score affects the Provider’s search visibility and suggestion frequency when Clients perform a Provider search.
    • Modification of Score: Flow Audio reserves the right to modify a Provider’s cumulative score at its sole discretion, with or without notice, and for any reason.
8. Advertising and Communication

By creating an Account on the Site or making a purchase, you hereby grant Flow Audio the right to deliver advertising and other information to you via various communication channels, including but not limited to email and text messaging, to the extent permissible under applicable law. Furthermore, you acknowledge and agree that Flow Audio may permit its business partners to provide similar advertisements and information to you, excluding via text messaging, whereby we do not sell nor share text messaging opt-in data. Such communications may encompass details regarding Flow Audio's products, services, and promotions. You expressly consent to receiving these communications from Flow Audio (via text messaging, email, and other communication channels) and its third-party partners (via email and other communications, but excluding text messaging). Notwithstanding the foregoing, except for emails necessary to facilitate transactions or provide information pertinent to projects and / or jobs you are engaged in, you shall have the opportunity to opt out of receiving promotional communications (email and / or text) by following the opt-out instructions provided therein. All correspondence related to Projects or Jobs must be conducted exclusively through the Site. Any communication regarding Projects or Jobs that occurs outside the Site may result in the suspension of your account and disqualification from utilizing the dispute resolution procedures set forth herein.

9. Third Party Sites and Content

The Site may include links to third-party websites ("External Sites") for your convenience, but these links should not be interpreted as an endorsement by Flow Audio of the content or information provided on those sites. The content found on External Sites is created and maintained by third parties and is beyond our control. Flow Audio does not make any representations about, nor does it take responsibility for, the accuracy or completeness of the materials on External Sites. You are advised to contact the administrator or webmaster of any External Sites with any concerns you may have regarding their content. Accessing these External Sites is at your own risk, and you should take necessary precautions to protect your computer from viruses and other harmful software when downloading files from the internet. Additionally, the Site may feature advertisements or other third-party materials, but Flow Audio is not responsible for, nor does it make any representations concerning, such content. Any interactions or transactions you engage in with advertisers or other third parties through the Platform are strictly between you and the third party. Flow Audio disclaims any liability for losses or claims arising from your dealings with third parties or from your use of any External Sites or third-party materials.

10. Usage and Site Workflow
  • 10.1 Overview:
    The platform is a marketplace where users (namely “clients” and “providers”) interact by way of projects (also referred to as “orders” or “jobs”). Specifically, clients (referred to as “clients” or “buyers”) use the site to find providers (referred to as “providers”, “pros”, or “sellers”) offering services related to music and multimedia production. Providers (or “Sellers”, “Independent Sellers”, “Businesses”) are responsible for setting their own terms (such as the price, timeline and target completion dates, file format requirements, and / or other terms specified at the providers sole discretion) for each project they offer a proposal on. The proposal sets forth the binding terms of the order (“job”) upon acceptance of the proposal. All communication, payments, and file transfer(s) between the client and provider are facilitated by the site (through the job workspace) and must be completed through the site. Flow Audio will hold any payments made by the buyer (deposits, additional payments, final payments, and tips) to the seller, related to the order, until the order has been delivered by the seller and has been marked as approved by the buyer, whereby the order has been completed. The buyer will have 3 days to either accept or reject a delivery. If the 3 days expires the order will automatically be marked as approved and completed. If rejected, the provider will be required to make further deliveries (until approval is reached), or until Flow Audio intervenes as part of a dispute process. Upon completion, Flow Audio will make all funds (less commissions and fees retained by the platform) available for the seller to request a withdrawal. All money is managed either through (the users choosing of) the Paypal platform (refer to the terms and conditions of the Paypal platform, as any use of that platform will also pertain to the use of this platform in regards to payments) or the Stripe platform (refer to the terms and conditions of the Stripe platform, as any use of that platform will also pertain to the use of this platform in regards to payments). After the acceptance of the project the buyer will be offered to (or can manually) leave a tip for the seller. At the conclusion of the project the client and the provider will both be prompted to leave a review for each other whereby the “review phase” begins.
  • 10.2 Review Phase:
    The review phase is set up in order to be as fair as possible. There will be a 10 day window that starts on the day of completion. The buyer and seller will have the opportunity to leave a review. When either user leaves a review it will alert the other user that a review has been submitted but it will not disclose the contents of the review (in order to not sway the opinion of the other user or illicit revenge reviews). Any review that was left in the 10 day window will become visible to both users on the 11th day. If both reviews are 4 stars or above they will both be published upon receipt of both reviews. If either review is marked as 3 stars or less a 3 day window will be initiated where both users can determine what prompted the unsatisfactory rating, if they so choose. Either user can edit their review (with the acceptance and permission of the other user) within this 3 day window. Reviews will be made public no later than the 15th day after completion of the project.
  • 10.3 Top Provider Status:
    Any provider that achieves 10 completed projects amounting to or exceeding one thousand five hundred US dollars ($1500 USD) in generated revenue and maintains at least a 4 and one half star approval rating (90% positive) will be deemed as a Top Provider. Top provider status is taken into consideration towards a user’s cumulative score.
  • 10.4 Cumulative Score:
    Although Flow Audio does not provide the complete algorithm that makes up a user’s cumulative score we do take the following into consideration: approval rating, internal review scores, message response times, and other undisclosed metrics.
  • 10.5 Proposals, Contracts, Copyrights, Ownership, Limitations, and Royalties:
    Providers and Clients are responsible for coming to their own agreements prior to proposal acceptance (starting a job) regarding “Satisfaction Guarantees”, Copyrights, Ownership, Limitations, Royalties, or any other topic related to the service that will be provided. Furthermore, although we do provide the opportunity to list out terms of a proposal prior to acceptance (which may potentially serve as digital proof), we do urge both sides to draft a paper contract that can be signed and shared between both parties through the messaging system prior to job commencement. Topics such as “work for hire”, “royalties”, “property”, “rights”, “title”, “interest”, “exclusivity”, “restrictions”, “perpetual rights”, “distribution, selling, and exploitation of works in any and all media, in any and all formats”, “assignment of rights”, “copyrights”, and any other contractual term or legal obligations are the sole responsibility of the provider and client to agree upon between themselves. Flow Audio takes no responsibility for any damages or litigation, and will be held unaccountable for any issue that may arise due to work (or jobs) completed through the site. All responsibility falls on the Client and the Provider. With that being said, Flow Audio reserves the right to assist any user, legal counsel, or governmental agencies, by providing data related to user interaction if such data is available and a subpoena for such data is presented.
  • 10.6 Refunds and Cancellations:
    Jobs may be canceled if both parties mutually agree to the cancellation. To initiate this process, a user can click the "Request to Cancel" button in the Job workspace, which must then be accepted by the other user. If the cancellation is approved, all funds will be returned to the client, and the provider will not receive any compensation, even if some work has already been completed. For partial refunds, users should either use the contact feature or email us at help@flowaudio.com with the subject line "Partial Refund Request." In such cases, the job must continue to completion up to the point of delivery, pending the client's final payment and before the client's approval of delivery. The requested partial refund, once agreed upon, will be deducted from the provider’s withdrawal balance. All refund requests and their approvals are subject to the sole and exclusive discretion of Flow Audio, and all decisions are final. An investigation into the reasons for a partial refund or cancellation will be conducted, and these occurrences may affect a user's cumulative score. Frequent refunds and cancellations may lead to warnings, account restrictions, temporary suspensions, or permanent suspension.
  • 10.7 Proposed Delivery Dates:
    While delivery dates are specified in a proposal, Flow Audio does not monitor adherence to these dates. Providers are expected to make reasonable efforts to complete their work by the agreed-upon date. We recognize that communication between clients and providers, the scope of work, and inadvertent misunderstandings may cause delays. Therefore, we encourage users to maintain professionalism and cooperate to ensure timely completion of projects to the satisfaction of both parties. Please be aware that internal reviews are conducted regarding communication and timeliness. Users who consistently fail to demonstrate professionalism in these areas may be subject to warnings, account restrictions, or suspensions.
  • 10.8 Disputes:
    Flow Audio encourages users to resolve issues amicably and fairly and to only use the "Mark as Dispute" feature in the job workspace after all attempts to reach a resolution without intervention have been exhausted. Valid reasons for marking a job as disputed may include, but are not limited to, refusal of mutual cancellations, failure to make payments, failure to accept deliveries, or general dissatisfaction with the work where no mutual resolution can be achieved. Once a job is marked as disputed, a site moderator will be assigned to mediate the issue. Communication between users in the job workspace will be disabled, and all messaging between the parties will be restricted. The site moderator will review all communications and uploads between the parties and will determine a course of action. All decisions made by Flow Audio are at its sole and exclusive discretion, do not require explanation, and are final. An investigation into the reasons for the dispute will be conducted, and these occurrences may impact a user's cumulative score. Frequent disputes may result in warnings, account restrictions, temporary suspensions, or permanent suspension.
  • 10.9 Warranty and Representation:
    All users, whether acting as clients or providers, hereby warrant and represent that any and all materials provided in connection with their use of the Site are original to the user, in the public domain globally, or used with the appropriate consent of the original owner. Such materials shall not infringe upon or violate any copyright, trademark, right of privacy, or any other legal rights of any person or entity. Furthermore, users warrant that they have obtained, at their own cost and expense, all necessary permits, licenses, permissions, and insurance policies that a reasonably prudent individual would secure in connection with their use of the Site. Users agree to indemnify, defend, and hold Flow Audio harmless from any and all claims, damages, or liabilities (including, but not limited to, settlement amounts approved by Flow Audio at its sole discretion, attorney’s fees, and costs) that arise from or relate to the user's use of the Site, or any breach of the user's warranties, covenants, representations, or agreements as set forth herein. User further acknowledges and agrees that it is User’s responsibility to seek legal advice (and if needed, legal representation) regarding the ownership of intellectual property rights, and whether the grant of rights contained herein is adequate for User’s needs.
11. Payments

All payment processing and fund transfers related to transactions on the Site are managed by third-party payment service providers, namely Stripe and / or Paypal (refer to the terms and conditions of those respective platforms, as any use of each respective platform will also pertain to the use of this platform in regards to payments). By engaging in transactions on the Site, you may be required to agree to the terms of third-party providers, forming a separate legal agreement between you and the provider, in which Flow Audio is not a party. Flow Audio is not responsible for, and does not provide, payment processing services and is not an agent of the payment service provider. Payment for services must only be made through the Site's payment portal which utilize the various API’s of the payment service providers; any attempt to make or request payments outside the Site constitutes a breach of these Terms and may result in the suspension of your account. Flow Audio routinely checks payments for fraud prevention purposes before funds are released and reserves the right to withhold funds to recover any fees or losses. Users must promptly report any attempts to conduct payments outside the Site to help@flowaudio.com. Flow Audio is not an escrow service, money aggregator, or money transmitter, and it will not be held liable for any losses resulting from violations of these payment terms.

12. Funds, Funds Withdrawal and Disputes
  • 12.1 Withdrawal of Funds
    To withdraw funds from an Account, Users must have a valid PayPal or Stripe account. The User’s Flow Audio Account must be connected to the third party payment provider in order to receive incoming payments prior to initiating a withdrawal. Each Flow Audio Account can only be linked to one external payment provider account of their choosing; either a PayPal or Stripe account.

    Funds derived from Jobs are available for withdrawal only after a clearance period of at least several hours and up to 3 days. Withdrawals to PayPal or Stripe may incur third-party fees, which are the responsibility of the User. Withdrawals are final and cannot be reversed. Flow Audio will not issue refunds or alter the withdrawal process once it has begun. Withdrawals will be processed within 24 to 48 hours.
  • 12.2 Withdrawals for Restricted or Suspended Accounts
    Users with restricted or suspended accounts may withdraw their funds after a hold period of no less than 60 and up to 90 days, depending on the reason for the account restriction or suspension.
  • 12.3 Non-Payment and Account Suspension
    If a Client fails to fund the amounts owed following an agreement for a job with a Provider - whether by canceling the Client’s credit card, initiating an improper chargeback, or by any other means - the Client’s Flow Audio account will be suspended. During the suspension, no additional payments will be processed, all work-in-progress will be halted, and any potential license or rights granted for material will be voided. Flow Audio may, at its discretion, report such incidents to credit reporting agencies and law enforcement authorities, and cooperate in any subsequent investigation or prosecution. Reinstatement of the Client's account is at the discretion of Flow Audio and may occur only after repayment of the owed funds.
  • 12.4 Payment Holds and Risk Management
    Flow Audio reserves the right, at its sole discretion, to request the payment service provider to place a hold on any or all payments you receive or would otherwise receive if Flow Audio believes there is a high level of risk associated with you, your Login Name, or any of your transactions. In the event of a dispute with another User, Flow Audio may request a temporary hold on the funds in your account to cover any potential liabilities. If the dispute is resolved in your favor, Flow Audio will request the lifting of the temporary hold upon receiving evidence of a favorable resolution. If the dispute is not resolved in your favor, Flow Audio may request the withdrawal of funds from your account to cover outstanding liabilities.
  • 12.5 Dispute Resolution
    In the event of a dispute relating to a Job, the Client and the Provider must first attempt to resolve the issue between themselves. If further assistance is needed, Users are encouraged to contact Flow Audio. Refunds will not be issued by Flow Audio if the Client has marked a job as completed, whereby the funds have been transferred and credited to the Provider’s account. Flow Audio reserves the right to take corrective actions at its discretion if it determines that a User has breached these terms, Job Terms, or any other policies.
  • 12.6 Buyer and Seller Disputes
    Clients and Providers are encouraged to resolve disputes directly. If this is not possible, disputes should be handled by marking a job as disputed by using the “Mark as Dispute” action in the job workspace or by contacting help@flowaudio.com while the job is still in progress. Disputes must be filed before a job is marked as completed. Once a dispute is filed, all direct communication between the Buyer and Seller will automatically cease, and Flow Audio will begin mediating the dispute. Flow Audio may take up to fourteen (14) days to review all order communications, deliverables, and details before mediation begins.
  • 12.7 Disputes Involving Flow Audio
    Users agree that any payments or actions taken by Flow Audio in accordance with the dispute resolution process are performed in good faith. Users shall have no cause of action against Flow Audio (whether in contract, tort, or otherwise) in connection with the resolution of a dispute or any actions or payments made pursuant to it. Flow Audio is not liable for any loss, damage, or harm arising from disputes related to the Site, Services, or interactions with a Buyer, Seller, or other User.
13. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site and our services ("Feedback"). You may submit Feedback through the Contact features of the Site or by emailing us directly at feedback@flowaudio.com. Any Feedback you provide will be considered non-confidential and non-proprietary. By submitting Feedback, you grant us exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide ownership rights to use, publish, and incorporate this Feedback into our products and services for any purpose, including development, production, and marketing, without any obligation to compensate or credit you. We are not obligated to implement any Feedback we receive from users.

14. Disclaimer of Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR SOLE RISK. THE SITE, ITS CONTENT, AND ALL SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FLOW AUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

FLOW AUDIO DOES NOT GUARANTEE THAT: (A) THE SITE, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE, SERVICES, OR CONTENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR CONTENT WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (E) THE SITE, SERVICES, OR CONTENT ARE FREE OF MALWARE, VIRUSES, OR ANY OTHER HARMFUL COMPONENTS.

ANY MATERIALS OR SERVICES OBTAINED THROUGH THE SITE ARE ACCESSED AT YOUR OWN DISCRETION AND RISK. FLOW AUDIO SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY CONTENT, MATERIALS, OR INFORMATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, FLOW AUDIO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE, OR ANY ALLEGED MALWARE, COMMUNICATION FAILURES, THEFT, DESTRUCTION OF PROPERTY, UNAUTHORIZED ACCESS, ALTERATION, OR USE OF ANY RECORD OR TECHNOLOGY ASSOCIATED WITH THE SITE. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE CLAIMS ARE BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF FLOW AUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLOW AUDIO OR THROUGH THE SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15. Intellectual Property and Trademark Claims
  • 15.1 Reporting Claims of Intellectual Property
    The content on the Flow Audio site consists of User-Generated Content (UGC), which Flow Audio does not proactively review for copyright or other rights violations. However, in accordance with the Digital Millennium Copyright Act of 1998 (which may be found on the US Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf) Flow Audio will respond to claims of copyright infringement in an expeditious manner. If you believe that any uploaded content infringes on your copyright or other exclusive rights, please follow the process outlined below. Flow Audio investigates reported violations and removes or disables content that is found to be infringing on third-party rights.

    If you encounter any intellectual property rights violations on Flow Audio, please reach out to us at dmca_claims@flowaudio.com. Be sure to include the following information in your email:

    Subject: Intellectual Property Infringement

    Body:
    ATTN: DMCA Claims Agent

    Please provide all URLs or references related to the copyrighted material in question, including links to any uploaded or delivered materials, if applicable. Clearly state what is protected under the copyrights you are referring to. Attach a copy of the copyright certificate and indicate whether it is registered or unregistered. Provide proof of ownership of the copyright and a detailed explanation of how a Flow Audio user has allegedly infringed upon your copyright.

    Include the following details in your claim:
    • Proof of copyright ownership, such as the registration number or a copy of the registration certificate.
    • A brief description of how the alleged infringement occurred.
    • Your full name, email address, physical address, and telephone number.
    Please also include the following statements as part of your claim:

    “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (ex: as a fair use)”

    “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

    Lastly, provide your electronic signature.

    If you choose to make a claim via mail provide all information described above for the body content of the email submission on a letterhead and mail it to the following address:

    Flow Audio LLC
    ATTN: Designated Copyright Agent
    8 THE GRN STE A
    DOVER, DE 19901

  • 15.2 DMCA Actions That Will Be Taken
    We will inform the user accused of copyright infringement about the notice and give them an opportunity to respond. If adequate proof of infringement is submitted, we may remove or suspend the reported content before receiving a response from the user. If the accused user submits a valid counter-notice stating that the content in question is not infringing, we may notify you and restore the removed or disabled material. In all instances, our actions will comply with 17 U.S.C. Section 512 and other applicable laws.

    Failure to meet all the requirements outlined in Section 512(c)(3) of the DMCA may result in your DMCA Notice being ineffective.

    Please note that if you knowingly and materially misrepresent that content or activity on the Flow Audio site infringes your copyright, you may be held liable for damages, including legal costs and attorneys' fees, under Section 512(f) of the DMCA.
  • 15.3 Filing a Counter Notice
    You may file a DMCA counter notice if, to your knowledge, the material you posted on the site was mistakenly removed or that access to it was wrongly disabled. To be effective under the DMCA, your Counter-Notice must be sent to dmca_claims@flowaudio.com and include the following information:

    Subject: DMCA Counter Notice

    Body: (Include the following)
    • Identification of the material that was removed or disabled. Furthermore,the location of the content before it was removed or disabled should be included as well.
    • Your contact information, such as your name, email address, phone number, and postal address


    Furthermore, you must include the following statements:
    • A statement made under penalty of perjury affirming your good faith belief that the material was removed or disabled due to misidentification or by mistake.
    • A statement agreeing to the jurisdiction of the Federal District Court for the district where your address is located (or, if you reside outside the United States, any district where the Website may be found) and agreeing to accept service from the person (or their agent) who provided the original complaint.


    Lastly, include your physical or electronic signature.

    If you choose to make a counter notice via mail provide all information described above for the body content of the email submission on a letterhead and mail it to the following address:

    Flow Audio LLC
    ATTN: DMCA Counter Notice
    8 THE GRN STE A
    DOVER, DE 19901

    According to the DMCA, we may restore the removed content if the party who filed the original DMCA Notice does not initiate a court action against you within ten business days of receiving a copy of your Counter-Notice. Please be aware that if you knowingly and materially misrepresent that the removal or disabling of material was due to a mistake or misidentification, you may be liable for damages, including costs and attorneys' fees, under Section 512(f) of the DMCA.
  • 15.4 Reporting Claims of Trademark Infringement
    The content on the Flow Audio site consists of User-Generated Content (UGC), which Flow Audio does not proactively review for violations of trademark or other rights violations. However, if you believe that any uploaded content violates your trademark, please follow the process outlined below. Flow Audio investigates reported violations and removes or disables content that is found to be violating third party trademark rights.

    In order to allow us to review your report promptly and effectively, a violation of trademark notice should include the following:

    Please contact Flow Audio at trademark_claims@flowaudio.com. Include the following information in the email:

    Subject: Trademark Infringement

    Body:
    ATTN: Trademark Infringement
    • Identification of your trademark and the goods/services for which you claim trademark rights.
    • Your trademark registration certificate and a printout from the pertinent country's trademark office records showing current status and title of the registration. Alternatively, a statement that your mark is unregistered, together with a court ruling confirming your rights.
    • A short description of how our user(s) allegedly infringe(s) your trademark(s).
    • Include any and all URL’s or references to the trademarked material in question and what is protected under the trademark you are referring to.
    • Your complete name, address, email address, and telephone number.


    Include the following statements as part of your claim.

    “I hereby state that I have a good faith belief that the disputed use of the trademarked material is not authorized by the trademark owner, its agent, or the law (ex:, as a fair use).”

    “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the trademark or of an exclusive right under the trademark that is allegedly being infringed.”

    Finally, include your electronic or physical signature

    If you choose to make a claim via mail provide all information described above for the body content of the email submission on a letterhead and mail it to the following address:

    Flow Audio LLC
    ATTN: Trademark Complaints
    8 THE GRN STE A
    DOVER, DE 19901

    Please be aware that we will inform the user (accused of a trademark violation) about the Trademark Notice and give them an opportunity to respond. If we have sufficient evidence of the violation, we may remove or suspend the reported content before we receive a response from the user. Should the accused user provide evidence that they are authorized to use the allegedly infringing material, we will notify you and potentially reinstate the removed or disabled content. All actions will be taken in compliance with applicable laws.
16. Violations and Termination
  • 16.1 Reporting Violations
    If you encounter content or behavior on the Platform that you believe violates the Terms of use, please report it to us by using the contact us feature or by emailing help@flowaudio.com. Reports are reviewed by our team, and while the specifics of our investigation are not shared to protect privacy, actions are taken based on the information provided.
  • 16.2 Grounds for Termination
    Flow Audio reserves the right to terminate or restrict access to the Site and Services if a user violates these Terms, or if the user’s actions create risk or legal exposure for Flow Audio.
  • 16.3 Non-Permitted Usage
    In addition to the Prohibited Actions listed in the User Conduct Section Flow Audio monitors for, and / or prohibits the following activities:
    • Privacy & Identity: Users must not publish or share others' private information. Personal information exchanged for services or jobs must be confined to the Jobs Workspace Page, and cannot be used for purposes beyond the delivery of the job.
    • Intellectual Property Claims: Users must respect copyrights and trademarks of third-parties. Flow Audio will respond to legitimate claims such reported violations. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are deemed to be repeat infringers.
    • Multiple Accounts: Users are limited to one active Flow Audio account. Creation of multiple accounts to gain an advantage or mislead others may result in suspension of all accounts.
    • Fraud / Unlawful Use: The Platform cannot be used for illegal activities or to bypass sanctions or trade restrictions.
    • Inappropriate Behavior & Language: Communication must be friendly, constructive, and professional. Bullying, harassment, and hate speech are strictly prohibited.
    • Selling Accounts: Buying or selling Flow Audio accounts is prohibited.
    • Authentic Flow Audio Profile: Users must not create false identities or misrepresent themselves. All profile information must be accurate and truthful. Flow Audio may require verification to ensure authenticity. Failure to provide verification upon request may result in suspension.
    • Targeted Abuse: Harassment of other users, including through creating multiple accounts, is strictly forbidden and will result in disciplinary action.
    • Phishing and Spam: Any attempt to compromise another member’s account or computer environment, or to spam members, is prohibited. Respect for members' privacy is mandatory.
    • Adult Services & Pornography: No exchange of adult-oriented or pornographic materials and services is allowed.
  • 16.4 Consequences of Violations
    Users who violate our Terms or engage in misconduct may receive a warning or immediate suspension. Any warning is sent to the user's email and displayed on their Flow Audio account. While warnings do not immediately limit account activity, they may affect the user’s status in regards to the cumulative rating system, eligibility for certain benefits, and overall site profile visibility and features. Repeated or severe violations can lead to suspension of provider features, temporary account suspension or permanent account suspension. If action is taken against a user’s account, the user will be notified by email with details of the actions and options for appeal.
  • 16.5 Moderation and Appeals
    Flow Audio is not required to proactively monitor user content for legality or compliance with our Terms. However, we reserve the right to review all site data, voluntarily, at our discretion to identify and address any content that may be illegal or in violation of our Terms. If we discover, or are informed of, a violation, we may take appropriate corrective action.

    If Flow Audio takes action regarding your account or content, you have the right to appeal this decision by emailing appeals@flowaudio.com. We will review all appeals in a fair manner and a response will be given within 60 days of receiving an appeal. We ensure a thorough and unbiased process. If we determine that an error was made, we will promptly reverse the decision. An appeal must be received within 30 days from the date an account has been restricted or suspended.
17. Interpretation

Any section titles, headings, or subheadings included in these Terms of Service and Use, as well as any explanatory or summary columns, are provided solely for convenience and do not alter or amend the provisions within the Terms. They do not legally bind us in any way. English is the official chosen language of these terms and shall take precedence over any translations or claims of misunderstandings due to translations.

18. Privacy Policy

The privacy policy consists of a full disclosure about how we collect and use the content and data you provide to us while using the site. Furthermore, it outlines how you can use the site from a privacy perspective. Please acquaint yourself with the Privacy Policy to assist you in making informed decisions as you use the site.

19. Advertisements and Google Adsense

We reserve the right to display advertisements or promotions from third parties, including services like Google AdSense. Any interactions, business transactions, or engagement in promotions with these external advertisers are entirely your responsibility and not ours. We disclaim any responsibility for the terms, conditions, warranties, or representations related to these third-party dealings. Furthermore, we are not liable for any loss or damage that you may experience due to these third-party interactions or the presence of such advertisements on the Site.

20. Miscellaneous

These Terms, along with the Privacy Policy, form the complete agreement between you and us, overriding any prior written or verbal agreements on the same subject. If any part of these Terms is determined to be unenforceable, the rest will still apply in full, with the invalid term replaced by a valid provision that closely reflects the original intent. Our failure to enforce any part of these Terms does not constitute a waiver of our rights. The headings in these Terms are for convenience only and do not affect their interpretation. These Terms and the Privacy Policy should be interpreted fairly, without bias towards either party as the drafter. Any changes to or waivers of these Terms are only valid if documented in writing and signed by us. You cannot transfer your rights or obligations under these Terms without obtaining our written consent, while we retain the right to assign our rights and obligations at our discretion, including through merger, acquisition, or other legal processes. Nothing in these Terms restricts us from adhering to applicable laws. These Terms do not grant any rights to third parties. We reserve any rights not explicitly granted to you. When using or accessing the Site, you must comply with all relevant laws, and if accessing the Site from outside the United States, you are solely responsible for following local laws.

21. Flow Audio’s Rights and Responsibility

These Terms set the guidelines for our interactions with you and anyone else engaging with the Site, along with any other products and Services we offer. By accessing or using the Site or our Services, you accept and agree to comply with these Terms, which may be updated periodically. Furthermore, we reserve the right to modify these terms at any time without notice to you. Any such changes will be effective immediately upon posting. We may also modify or discontinue any part of the site, including its content, availability, or the requirements to access it, at any time and without notice. Please contact us at help@flowaudio.com if you have any inquiries regarding these terms. It is your responsibility to review the terms and privacy policy periodically. By using this site, you acknowledge and agree to be bound by these Terms and Conditions.