HonestFlow Terms Of Service

Effective: January, 2024

HonestFlow, LLC (hereinafter, “HonestFlow”, “we”, “us” or “our”) owns and operates (a) the HonestFlow website and its domains located at HonestFlow.com (the “Site”), which enables users to request to be contacted by insurance agencies for homeowner insurance, as further described herein (the “Service”).  Please read these Terms carefully.  These Terms of Service (these “Terms”) constitute a legally binding contract between you and HonestFlow governing your use of the Site, the Service, and any other services, content and/or materials HonestFlow provides or makes available to you through or in connection with your use of the Site and/or Service (collectively, the “Services”).

NOTICE OF AGREEMENT TO ARBITRATE:  THESE TERMS CONTAIN DISPUTE RESOLUTION PROVISIONS (SEE SECTION 10) WHICH, WITH LIMITED EXCEPTION, REQUIRE (1) THAT YOU SUBMIT DISPUTES YOU HAVE AGAINST HONESTFLOW TO BINDING AND FINAL ARBITRATION, AND (2) THAT YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

NOTICE OF WARRANTY & LIABILITY DISCLAIMERS:  PLEASE BE ADVISED THAT HONESTFLOW DOES NOT PROVIDE WARRANTIES FOR THE SERVICES AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTION 8 FOR FURTHER INFORMATION.

ACCEPTANCE OF THESE TERMS:  By accessing or using the Services, you acknowledge that you have read, understand, and agree to be bound by these Terms (including, the eligibility requirements in Section 1, and all other terms and conditions specified or referenced herein).  IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS BELOW, DO NOT ACCESS OR USE THE SERVICES (OR ANY PART THEREOF) IN ANY MANNER.

1. ELIGIBILITY

You may generally visit and browse the Site if you are at least 13 years of age; however, you must be at least 18 years old or the age of majority in your jurisdiction to use the Service, including, but not limited to, for purposes of submitting a request to be contacted by an Agent to receive an insurance quote.  You may not use or access the Services in any manner if you have previously been suspended or removed from using any portion of the Services.

2. OVERVIEW OF THE SERVICE

The Service provides individual consumers that are current or prospective homeowners the ability to submit a request through the Site to be contacted by an insurance agent or agents (each, an “Agent”) to receive a quote to insure their home (an “Insurance Quote”).  The Service is provided free of charge to individual homeowner consumers.  When you submit a request to receive an Insurance Quote, we use your preferences, choices, and interests (for example, the number of Agents from which you would like to receive an Insurance Quote), as well as information regarding your home, such as, the size, features, and location, to refer your request to an Agent or Agents who provides insurance services matching your needs.  Agents, and the insurance products and services they offer, are not our service providers and we do not control the products and services they offer or provide to you, as further described in Section 6 below (Third Party Products and Services).  HonestFlow is not an insurance agent, agency or broker.  We do not provide any insurance products or services of any kind, and we do not broker transactions between you and any Agent.  HonestFlow receives a fee for matching consumers with Agents, which is paid by each Agent that accepts the request for an Insurance Quote from the applicable consumer.  For the avoidance of doubt, use of the Service does not guarantee that you will be contacted by an Agent, or that an Agent will offer or provide you with an insurance policy or any other products or services.

3. CHANGES TO THESE TERMS

HonestFlow reserves the right to update or modify these Terms at any time.  The revised Terms will be posted on our Site at the following webpage HonestFlow.com/terms.  Except as otherwise stated herein, all updates and modifications to the Terms will be effective from the day they are posted online, as indicated by the “Last Updated” date set forth above.  If we make any material changes to these Terms, we will post a prominent notice on our Site.  In addition, if we have an email address on file for you, we may notify you of these changes by sending a notification to such email address.  Material changes to these Terms will become effective on the date set forth in the notice.  It is your responsibility to regularly visit and review these Terms.  If you do not agree to any updates or modifications to these Terms, do not use or access the Services.  Your continued use of the Services (or any part thereof) after the applicable effective date of the revised Terms (as set forth above), signifies to us that you acknowledge and agree to be bound by the revised Terms.

4. PRIVACY AND YOUR SUBMISSIONS; CONSENT TO COMMUNICATIONS

4.1 Privacy. Any personally identifiable information provided or collected through or in connection with your use of the Services shall only be used in accordance with these Terms and our Privacy Notice.  By using the Services, you acknowledge and consent to the use and processing of your information in accordance with these Terms and as set forth in the Privacy Notice.

4.2 Submissions.

(a) Subject to the licenses you grant us in these Terms, as between HonestFlow and you, you will retain ownership of any messages, photos, video, audio, images, data, information, text and/or any other content or materials that you post, submit, transmit, and/or upload, or otherwise provide us, in connection with the use of the Services, including, but not limited to, all information included in your request for an Insurance Quote (collectively, “Submissions”).  Please be advised that, any Submissions posted to public forums, message boards, or other communication tools through or in connection with the Services will be considered non-confidential and non-proprietary.  In addition, the information you provide in your request for an Insurance Quote will be shared with an Agent or Agents who we match you with.

(b) By providing Submissions, you grant HonestFlow a worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify (for the purpose of formatting for display), and distribute your Submissions, in whole or in part, in connection with your use of the Services, and as reasonably necessary to provide the Services to you and other users of the Services.

(c) You acknowledge and agree that you, and not HonestFlow, are solely responsible for any Submissions submitted, transmitted and/or contributed by you, including the legality, reliability, accuracy and appropriateness of such Submissions.

4.3 Your Responsibilities. You represent and warrant that: (a) you are the current or prospective owner of the property listed in your request for an Insurance Quote; (b) the Submissions, including, but not limited to, any and all information provided in your request for an Insurance Quote, are at all times true, accurate, current, up to date, and complete; (c) you own or control all rights in and to Submission, and have the necessary rights to grant the licenses granted to HonestFlow in these Terms; (d) have obtained all permissions and/or approvals as may be necessary or required to transmit Submissions, or any personally identifiable information therein, in connection with the use of the Services; and (d) all Submissions do and will comply with these Terms.

4.4 Consent to Communications.

(A) Electronic Communications. By using the Services, you consent to receiving electronic communications from HonestFlow. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the Services. These electronic communications are part of your relationship with HonestFlow and you receive them as part of your access and use of the Services. You agree that any notices, agreements, disclosures or other communications that HonestFlow sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(B) Telephone Communications. You expressly consent to be contacted by and receive telephone calls (including voicemails messages if you cannot be reached) from HonestFlow, and/or its employees, contractors, agents, representatives, and affiliates (collectively, “HonestFlow Representatives”), and an Agent or Agents contacting you in response to your request for an Insurance Quote at the telephone number(s) you have provided to HonestFlow in connection with your use of the Service.  You certify, warrant and represent that (i) the telephone and/or mobile numbers that you have provided to HonestFlow are your numbers and not someone else's, and (ii) you are permitted to receive calls at each of those telephone and/or mobile numbers. You agree to immediately notify HonestFlow in writing whenever you stop using a particular telephone number.  You acknowledge and agree that communications via telephone may make use of the data network operated by your telephone, internet and/or wireless service provider to send both data, and that you, and not HonestFlow, are solely responsible for any fees or charges incurred in connection with your receipt of calls from any HonestFlow Representative or Agent and/or any communications between you and any HonestFlow Representative or any Agent via telephone, without limitation, any telephone and/or mobile phone provider charges for data usage or services.

(C) Recording and Monitoring.  You consent to the recording and monitoring, for quality assurance, training, risk management and/or collection purposes, of any call that you place with any HonestFlow Representative or Agent, or that any HonestFlow Representative or Agent places with you.

5. USE OF THE SERVICES

5.1 Limited Right to Use the Services. Subject to your compliance with these Terms, HonestFlow hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right to: access and use the Platform, over the internet, solely to access and view the Site Content and use the Service.  The rights granted to you are limited solely for your personal non-commercial use and in accordance with these Terms.

5.2 Prohibited Uses. By using the Services (or any part thereof), you agree that you will not, and will not permit any other person to:

(a) Access or use the Services (or any part thereof) for the purpose of developing competitive products or services or for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose;

(b) Modify, adapt, translate or create derivative works based on the Services (or any part thereof), Site Content, or any related documentation;

(c) Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except as expressly permitted by applicable law;

(d) Distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Services (or any part thereof), Site Content, or any related documentation;

(e) Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of HonestFlow or its suppliers on or within the Services, Site Content, or related documentation;

(f) Use the Services to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(g) Interfere with or disrupt the integrity or performance of the Services or any system, network or data;

(h) Attempt to gain unauthorized access to the Services (or any part thereof) or Site Content, or its related systems or networks;

(i) Frame, mirror, or utilize framing techniques to enclose the Services, Site Content, or any portion thereof;

(j) Use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services, Site Content (except caching or as necessary to view the Site), or the personal information of others without our prior written permission or authorization;

(k) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(l) Violate any contract, rules or policies that govern the use of your mobile and/or tablet device, as directed by the applicable wireless carrier and/or mobile device manufacturer; or

(m) Use the Services in violation of any applicable local, state, national or international law, including, without limitation, any and all applicable export laws.

5.3 Feedback. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (“Feedback”) may be used by HonestFlow without compensation or attribution to you, and you hereby grant HonestFlow, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property rights in and to such Feedback, for HonestFlow to use and exploit for any purpose.

5.4 Proprietary Rights.  HonestFlow, HonestFlow and its licensors retain all right, title and interest in and to the Services, any and all content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, but excluding your Submissions (collectively, the “Site Content”), and any and all modifications, enhancements and updates to the foregoing.  All HonestFlow trademarks, logos, tradenames and service marks (the “HonestFlow Marks”) are strictly owned by HonestFlow, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any HonestFlow Marks without written authorization from HonestFlow.  The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through the Services or within the Site Content may be the trademarks of their respective owners.  HonestFlow reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by HonestFlow. The Services (and its underlying technology),  and Site Content, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.

5.5 Infringement Policy.  If you believe that any content made available through HonestFlow violates your copyright, trademark or other proprietary rights, please see our Infringement Policy for instructions on sending us a notice of copyright and/or trademark infringement.

5.6 Changes to the Services. HonestFlow reserves the rights to either temporarily or permanently modify, suspend or discontinue the Services (or any part thereof) with or without notice. You agree that HonestFlow will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

5.7 Availability of the Services.  Information describing the Services may be accessible worldwide but this does not mean the Services, or certain portions thereof, are available in your city, state and/or country. HonestFlow may restrict access to the Services, or portions thereof, in certain cities, states, and/or countries in its sole discretion. It is your responsibility to make sure your use of the Services is legal in your city, state and/or country of residence. The Services may not be available or accessible in all languages.

6. THIRD PARTY PRODUCTS AND SERVICES

The Services enable user to receive Insurance Quotes from Agents and may also publish and/or make available certain third party content and/or links to certain third-party websites which offer services, products, applications, and/or goods (all of the foregoing, including, but not limited to any insurance products or services offered, quoted, or provided by Agents, collectively,  “Third Party Products and Services”).  HonestFlow may receive payment or a commission if you make a purchase to use such Third Party Products and Services; however, Third Party Products and Services are not owned, controlled, operated, or provided by HonestFlow.  You acknowledge and agree that Third Party Products and Services are expressly excluded from the defined terms “Site,” “Service” and “Services” as used throughout these Terms.  If you decide to use such Third Party Products and Services, be advised that your use is governed solely by the terms and conditions of such Third Party Products and Services.  HonestFlow shall not be a party to, nor in any way monitor or have any liability or obligation under or with respect to, any transactions, agreement or other terms, conditions, or agreements governing your use of, or  the Third Party Products and Services or that you have otherwise entered into with the third party provider of such Third Party Products and Services.  The third party providers of the Third Party Products and Services may collect, access, and use your content, personal information and/or data submitted in connection with the use of the Third Party Products and Services in a manner differently than we do and we do not control their use of such information.  HonestFlow does not endorse, is not responsible for, and makes no representations as to such Third Party Products and Services, their content, or the manner in which they handle your data. In addition, HonestFlow does not make any guarantees or representations whatsoever that an Agent will contact you with an Insurance Quote, or offer or provide you with an insurance policy or any other products or services.  YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS, CONDITIONS, AND/OR AGREEMENTS AND PRIVACY NOTICES FOR SUCH THIRD PARTY PRODUCTS AND SERVICES.

7. INDEMNIFICATION

We hope this never happens, but if we are sued because of your use of, and/or conduct on or through, the Services, you are responsible for all of the damages and costs that we incur or required to pay because of the suit and you may also be responsible for defending us in the suit.  

Accordingly, you agree to defend HonestFlow, its employees, contractors, and/or agents, and hold us harmless from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of these Terms, (b) any disputes between you and any Agent, (c) your use or misuse of the Services (or any part thereof) and/or any Third Party Product and Services, (d) your Submissions, including, but not limited to, any requests for an Insurance Quotes you submit, or (e) your breach of any law or the intellectual property and/or privacy rights of a third party.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.

8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

8.1 Disclaimer of Warranties

(a) Disclaimer – Generally.  THE SERVICES, AND ALL PARTS THEREOF, INCLUDING WITHOUT LIMITATION, ANY SITE CONTENT AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY HONESTFLOW, ARE PROVIDED "AS IS" AND "AS AVAILABLE."  HONESTFLOW, ON BEHALF OF ALL HONESTFLOW REPRESENTATIVES, AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.  HONESTFLOW, ON BEHALF OF ALL HONESTFLOW REPRESENTATIVES, AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY SITE CONTENT, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY HONESTFLOW OR MADE AVAILABLE THROUGH THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS OR THAT YOU WILL BE CONTACTED BY AN AGENT, OR THAT AN AGENT WILL OFFER OR PROVIDE YOU WITH AN INSURANCE POLICY OR ANY OTHER PRODUCTS OR SERVICES; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS AND SERVICES; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE.

(b) Disclaimer – Informational Purposes Only.  HONESTFLOW IS NOT AN INSURANCE AGENCY, AGENT, OR BROKER, AND DOES NOT PROVIDE INSURANCE OR BROKERAGE SERVICES, OR RELATED ADVICE OR CONSULTING SERVICES.  ALL SITE CONTENT, AND INFORMATION AND/OR MATERIALS PROVIDED AND/OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES, IS PROVIDED FOR INFORMATIONAL PURPOSES AND PERSONAL USES ONLY.  SITE CONTENT AND ANY OTHER INFORMATION AND/OR MATERIALS PROVIDED AND/OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED TO BE COMPREHENSIVE AND SHOULD NOT BE SUBSTITUTED FOR INFORMATION AVAILABLE FROM APPROPRIATE GOVERNMENTAL AGENCIES AND/OR LEGAL AND PROFESSIONAL ADVISORS.  HONESTFLOW ASSUMES NO LIABILITY WHATSOEVER FOR INACCURACIES, MISSTATEMENTS, OR OMISSIONS RELATED TO ANY INFORMATION AND/OR MATERIALS PROVIDED AND/OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES.  YOUR USE OF OR RELIANCE UPON ANY INFORMATION AND/OR MATERIALS PROVIDED AND/OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS ENTIRELY AT YOUR OWN RISK, FOR WHICH HONESTFLOW WILL NOT BE LIABLE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HONESTFLOW ANY HONESTFLOW REPRESENTATIVE, ANY THIRD PARTY, OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY.

(c) Disclaimer & Release – Third Party Products and Services.  HONESTFLOW DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY OR QUALITY, AS TO ANY THIRD PARTY PRODUCTS AND SERVICES, THEIR CONTENT OR THE MANNER IN WHICH THE PROVIDERS OF SUCH THIRD PARTY PRODUCTS AND SERVICES HANDLE YOUR DATA.  HONESTFLOW IS NOT RESPONSIBLE FOR ANY LOSS, HARM OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF YOUR USE OR INTERACTION WITH ANY THIRD PARTY PRODUCTS AND SERVICES AND/OR ANY INTERACTIONS, DEALINGS OR DISPUTES BETWEEN YOU AND THE PROVIDERS THEREOF.  ON BEHALF OF YOURSELF AND YOUR SUCCESSORS, HEIRS, ASSIGNS, REPRESENTATIVES, AGENTS, AND ANYONE ELSE CLAIMING BY OR THROUGH YOU (COLLECTIVELY, THE “RELEASING PARTIES”), YOU HEREBY EXPRESSLY RELEASE, DISCHARGE, AND HOLD HONESTFLOW AND ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, SUCCESSORS OR ASSIGNEES (THE “RELEASED PARTIES”), HARMLESS FROM, AND WAIVE, ANY AND ALL CLAIMS (INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH), DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INTERACTION WITH ANY THIRD PARTY PRODUCTS AND SERVICES AND/OR YOUR INTERACTIONS, DEALINGS, TRANSACTIONS, ENGAGEMENTS AND/OR DISPUTES WITH ANY THE PROVIDERS THEREOF.  IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY WAIVE, ON BEHALF OF YOURSELF AND THE RELEASING PARTIES, CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY THEM MUST HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY(IES).”

8.2 Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL HONESTFLOW BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY SITE CONTENT, AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY HONESTFLOW, EVEN IF HONESTFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF HONESTFLOW, AND

(b) IN NO EVENT SHALL HONESTFLOW’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY SITE CONTENT, AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY HONESTFLOW EXCEED ONE HUNDRED DOLLARS ($100.00).  HONESTFLOW DISCLAIMS ALL LIABILITY OF ANY KIND OF HONESTFLOW’S LICENSORS AND SUPPLIERS.

9. TERMINATION.

These Terms will remain in full force and effect as long as you continue to access or use the Services or until terminated in accordance with the provisions of these Terms.  HonestFlow may, at any time, without notice: (a) suspend or terminate your rights to access or use the Services, or (b) terminate these Terms with respect to you for any or no reason, and/or if HonestFlow, in good faith, believes that you have used the Services (or any part thereof) in violation of these Terms, including any incorporated guidelines, terms or rules. You agree that, upon any termination, the licenses granted you hereunder and your right to use the Services will automatically terminate and you will immediately cease any and all access and/or use of the Services.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law.  These Terms will be governed by the laws of the State of Colorado, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Platform, or any software and services provided hereunder.  THE AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISION IN THIS SECTION 10 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.

10.2 Disputes.  Except as otherwise set forth in these Terms, you agree that any dispute between you and HonestFlow arising out of or relating to these Terms, our relationship, the Services (or any part thereof), Site Content, and/or any services provided by HonestFlow hereunder (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.

10.3 Notice of Disputes; Informal Resolution.  A party who intends to seek arbitration or bring other action permitted under this Section 10, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Dispute Notice”). HonestFlow’s address for Dispute Notices is: HonestFlow, LLC, Attention: Notice of Dispute, [1499 W 120th Ave. Suite 110 Westminster, CO 80234].  The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.  You and HonestFlow agree to use good faith efforts to resolve the Dispute directly, but if we do not resolve the issue or reach an agreement to continue resolution efforts within 30 days after the Dispute Notice is received, you or HonestFlow may commence an arbitration proceeding or other permitted action, as set forth in this Section 10.  A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA.  The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

10.4 Agreement to Arbitrate. In the interest of resolving Disputes between you and HonestFlow in the most expedient and cost-effective manner, and except as described in Section 10.8, you and HonestFlow agree that every dispute arising in connection with these Terms will be resolved by binding individual (not class) arbitration (the “Agreement to Arbitrate”). Arbitration is less formal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This Agreement to Arbitrate includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. THIS AGREEMENT TO ARBITRATE MEANS YOU AND HONESTFLOW WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL.  THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement to Arbitrate.

10.5 Arbitration.  Any arbitration between you and HonestFlow will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Section 10.5.  You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the AAA Rules; (b) the arbitration will take place in the county where you live or at another mutually agreed location; (c) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person; and (e) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction.  All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.  Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

10.6 Fees & Costs.  You are responsible for paying your portion of the fees set forth in the AAA fee schedule and HonestFlow will be responsible for the remainder of the fees.  If you believe you cannot afford the AAA fees, you may apply to AAA for a fee waiver.  If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse HonestFlow for all monies previously disbursed by it that are otherwise your obligation to pay under the Rules.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

10.7 Opting-Out of Arbitration.  If you do not wish to resolve disputes by binding arbitration, you may opt out of the Agreement to Arbitrate within 30 days after the date that you agree to these Terms by sending a letter to HonestFlow, LLC, Attention: Arbitration Opt-Out, [1499 W 120th Ave. Suite 110 Westminster, CO 80234], that specifies: your full legal name, the email address used to register an Account (if applicable), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once HonestFlow receives your Opt-Out Notice, the Agreement to Arbitrate will be void and the parties agree that the exclusive jurisdiction and venue described in Section 10.10 will govern any action arising out of or related to these Terms.  The remaining provisions of this Section 10 will not be affected by your Opt-Out Notice.

10.8 Exception to Arbitration.  Notwithstanding anything in these Terms to the contrary to the extent you have in any manner violated or threatened to violate any of HonestFlow’s intellectual property rights, HonestFlow may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of Colorado, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts.  In addition, despite the Agreement to Arbitrate, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.

10.9 No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH HONESTFLOW ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THESE TERMS.

10.10 Enforceability; Venue. If the Agreement to Arbitrate is found not to apply to your or our claim, you and HonestFlow agree that any judicial proceeding will be brought in the federal or state courts located in Denver County, Colorado. Both you and HonestFlow consent to venue and personal jurisdiction there.

10.11 Time Limitation to Bring Claims.  Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services (or any part thereof), Site Content, and/or any services provided by HonestFlow hereunder must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.

11. GENERAL

Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect.  Any waiver of any provision of these Terms must be in writing and executed by both parties.  The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right.  If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between HonestFlow and you.  HonestFlow may delegate the performance of any services hereunder to its affiliates and contractors.  These Terms are not intended to grant rights to anyone except you and HonestFlow, and these Terms shall not create any third party beneficiary rights.  These Terms and any other policies or terms and conditions referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described.  Any notice to you may be provided by email.  The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms.  As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against HonestFlow by virtue of having drafted them.  The official text of these Terms (and any notice submitted hereunder) will be in English.  The parties acknowledge that they require that these Terms be drawn up in the English language only.   In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language.

QUESTIONS

Please feel free to contact HonestFlow at [email protected] if you have any questions about these Terms.

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