Terms & Conditions

1. Definitions

The following terms have the meanings given below whenever they appear in this Agreement. Defined terms apply in both singular and plural form.

"Agreement"	These Terms & Conditions, together with any Order Confirmation, as updated from time to time under Section 24.
"FLOWSTATE"	FLOWSTATE LLC, a limited liability company registered in Washington, DC, USA, with its registered address at 1717 M Street NW, Ste 1, Washington DC, 20036.
"Client"	The home services business that activates the Revenue Engine and whose authorized representative accepts this Agreement.
"Revenue Engine"	The white-label service FLOWSTATE operates for the Client under the Client's brand, including the workflows, automation logic, AI agents, prompts, and infrastructure behind it. It consists of up to five components: Appointment Setter, Proposal Follow-Up, Reviews, Referrals, and Lead Reactivation.
"Component"	Any individual module of the Revenue Engine that has been activated for the Client.
"Sit Appointment" or "SVS"	A billable appointment as defined in Section 6. "SVS" is the abbreviation FLOWSTATE uses for a Sit Appointment in invoices and reports.
"Client Account"	The account and portal FLOWSTATE provides to the Client to view contacts, conversations, appointments, results, and billing. The Client can view and edit data in the Client Account.
"FLOWSTATE Records"	The records FLOWSTATE keeps in its own systems, outside the Client Account, for each Billable Outcome and each outreach activity. They include transcripts, recordings, message logs, form submissions, timestamps, Consultant responses, consent and opt-out records, and the version of the Qualification Criteria in effect. See Section 8.
"Lead"	An individual who made an inquiry about the Client's products or services and whose contact data the Client provides to FLOWSTATE, or who comes in through the Client's own forms or channels. A Lead may be recent or historical in origin.
"Customer"	An individual who has bought products or services from the Client and whose contact data the Client provides to FLOWSTATE in connection with the Reviews, Referrals, or Lead Reactivation components.
"Referred Person"	An individual introduced by a Customer or Lead who submits the Revenue Engine referral form themselves, as described in Section 7.
"Consultant"	A person employed or engaged by the Client who holds appointments with Leads, in person, by video, or by phone.
"Qualification Criteria"	The criteria, including hard disqualifiers, that the Client defines and approves to decide whether a Lead qualifies for a Sit Appointment.
"Proposal Calendar"	A calendar the Client has designated, during onboarding or later by Written Notice, as one on which appointments can lead to a proposal.
"Client Content"	Everything the Client provides or approves for use in the Revenue Engine, including scripts, knowledge base content, FAQs, offers, claims, Qualification Criteria, brand assets, and consent language.
"Activation Deposit"	The upfront payment of $1,180 (one thousand one hundred and eighty US dollars) required to activate the Appointment Setter component.
"Billable Outcome"	A specific result, defined in Section 6 or Section 7 and evidenced by the FLOWSTATE Records, that triggers a fee under the pricing schedule in Section 5.
"Billing Week"	The recurring 7-day billing cycle FLOWSTATE uses for that Client, running from the day and time stated in client portal to the same day and time seven days later, in the time zone stated there (Eastern Time if none is stated). FLOWSTATE assigns the Billing Week and may assign a different one to different Clients. A Client's Billing Week does not change once set, except by Written Notice from FLOWSTATE or by agreement of both parties.
"System Requirements"	The minimum operational conditions defined in Section 4 that the Client must maintain for the Revenue Engine to function.
"Pause"	A temporary suspension of active Revenue Engine operations, as described in Section 9.
"Order Confirmation"	The written or electronic confirmation issued by FLOWSTATE following checkout, specifying the Components activated and the applicable pricing.
"Start Date"	The date on which the Client accepts this Agreement at checkout and the Order Confirmation is issued.
"Written Notice"	A notice or communication required or permitted under this Agreement to be made in writing. Written Notice may be delivered by email to the designated address of the receiving party. A Written Notice is deemed received one business day after transmission to the designated email address, unless the sender receives an automated bounce-back or delivery failure notification before that time. FLOWSTATE's designated address for Written Notice under this Agreement is [email protected]. The Client's designated address is the email address on file at the time of the Order Confirmation, until the Client changes it by Written Notice.

2. Parties and Agreement

This Agreement is entered into between FLOWSTATE LLC and the Client. The Client accepts this Agreement by checking the acceptance box during the Stripe checkout process. No separate signature is required. Submitting the Activation Deposit or instructing FLOWSTATE to proceed with activation also counts as acceptance. The person who accepts confirms that they have the authority to bind the Client and that the Client agrees to these Terms in full.

FLOWSTATE keeps a record of each acceptance, including the date, time, account, and version of these Terms. The parties agree that this electronic record has the same legal effect as a signed document.

This Agreement is a business-to-business contract. The Client represents that it is a legally registered business entity and not a consumer. The protections afforded to individual consumers under applicable consumer protection law do not apply to this Agreement.

This Agreement supersedes all prior oral or written communications, proposals, and representations between the parties regarding its subject matter. The only binding terms are those set out in this Agreement and the Order Confirmation. If the two conflict, these Terms control, except for the Components activated and any pricing stated in the Order Confirmation.

3. Services and Scope

FLOWSTATE operates the Revenue Engine for the Client, under the Client's brand. The Revenue Engine works the Client's existing Leads and Customers. Depending on the Components activated, it qualifies Leads and books Sit Appointments into Consultants' calendars, follows up on proposals the Client has sent, asks Customers for reviews, collects referrals, and reactivates dormant Leads. It uses AI voice calls, SMS, email, and chat, including messaging apps such as WhatsApp where activated.

FLOWSTATE never does cold outreach. The Revenue Engine only contacts individuals whose data the Client supplies, and individuals who come in through the Client's own forms and channels, including the Revenue Engine referral form.

FLOWSTATE provides the Revenue Engine as a managed service. The Client receives a Client Account to view contacts, conversations, appointments, results, and billing. The Client does not receive access to the infrastructure behind the Revenue Engine. Consultants receive appointments and notifications through the tools they already use.

Core outreach and follow-up operations are automated. The Client remains responsible for maintaining System Requirements and all compliance inputs described in this Agreement.

What FLOWSTATE does not do

FLOWSTATE does not provide marketing strategy, paid advertising, search engine optimization, or web design services. FLOWSTATE does not generate new inbound leads from third-party sources. FLOWSTATE does not contact individuals for whom the Client has not provided a prior inquiry, customer status, or legally sufficient consent record.

FLOWSTATE does not provide legal or compliance advice. Templates, recommended consent language, and compliance features in the Revenue Engine are operational tools. They are not legal advice and they do not move the Client's legal obligations to FLOWSTATE.

Limited authority

FLOWSTATE is an independent contractor providing a technology-enabled managed service. FLOWSTATE contacts Leads, Customers, and Referred Persons on the Client's behalf and under the Client's brand, for the limited purpose of delivering the activated Components. FLOWSTATE has no authority to bind the Client to a sale, a price, or a contract. FLOWSTATE does not act as the Client's employer, agent, or legal representative for any other purpose.

Platform dependency

FLOWSTATE operates the Revenue Engine through a combination of third-party platforms. These include CRM and automation infrastructure, Stripe, AI model providers, telecommunications carriers, messaging and email delivery services, calendar services, and review platforms. FLOWSTATE is not liable for failures, suspensions, deliverability issues, carrier filtering, account restrictions, API changes, platform outages, or policy enforcement actions by any of these third parties, regardless of the impact on service delivery. FLOWSTATE will make commercially reasonable efforts to mitigate the impact and to notify the Client where a material disruption occurs.

Text messaging requires registration of the Client's brand and campaigns with US carriers. Approval, timing, throughput limits, and message filtering are decided by the carriers and are outside FLOWSTATE's control.

Modifications to services

FLOWSTATE may update, improve, or modify the technical implementation of the Revenue Engine at any time without notice, provided that such changes do not materially reduce the scope or quality of the services delivered. Material changes to pricing or Billable Outcome definitions follow the amendment process in Section 24.

FLOWSTATE may limit, change, or suspend a channel, a Component, or outreach to a specific state where a change in law, a regulatory action, or a carrier or platform policy makes continued operation a legal risk in FLOWSTATE's reasonable judgment. FLOWSTATE will notify the Client when it does so.

4. Client Obligations and System Requirements

The Revenue Engine performs as designed when specific operational conditions are maintained. The Client is responsible for meeting and maintaining these conditions at all times during the service relationship.

Minimum new lead volume

The Client must provide a minimum of 100 new Leads per month to the Revenue Engine. For this purpose, a "new Lead" is an individual who submitted a fresh inquiry through the Client's marketing channels within the calendar month in question. This requirement applies to the Appointment Setter component only. Separate databases of historical Leads and Customers provided for the Reviews, Referrals, and Lead Reactivation components are not subject to this monthly minimum.

Integrations

The Client must maintain all required integrations in an active and functional state throughout the service period. This includes CRM access, lead source integrations, calendar connections, and any API connections established during onboarding. If an integration becomes inactive due to a third-party change, the Client must notify FLOWSTATE within 48 hours and work to restore it promptly.

Calendars and capacity

During onboarding the Client designates which calendars are Proposal Calendars. Only appointments on a Proposal Calendar can become Sit Appointments. A change of designation must be made by Written Notice and applies to appointments booked after FLOWSTATE confirms the change.

The Client must ensure that Consultants' calendars connected to the Revenue Engine maintain sufficient available appointment slots across a rolling 30-day forward window. At minimum, the number of open slots available within that 30-day window must equal 1.5 times the number of Sit Appointments delivered in the preceding 14 days, with a floor of 25 open slots available at all times. The Revenue Engine will throttle booking activity automatically if available slots fall below this threshold.

Qualification Criteria

The Client defines and approves its Qualification Criteria during onboarding. FLOWSTATE stores each version with a timestamp. The version in effect at the moment of booking decides whether a Lead qualified. Later changes never apply retroactively. Changes must be submitted through the process FLOWSTATE designates or by Written Notice, and take effect when FLOWSTATE confirms them. Changes that reduce qualification rates do not entitle the Client to an adjustment of outcomes already booked or billed.

Consultant responses

After each appointment, the Revenue Engine asks the assigned Consultant whether it took place. The Client must make sure that every Consultant can receive these requests, answers within 48 hours, and answers truthfully. The consequences of no response and of inaccurate responses are set out in Section 6.

Proposal logging

Where Proposal Follow-Up is activated, the Client must log each proposal it sends, in the way FLOWSTATE designates, so the Revenue Engine can start the follow-up.

Client Content and AI boundaries

Before activation, the Client must define and approve the Client Content and the content parameters within which FLOWSTATE will configure and operate the Revenue Engine. These parameters include the topics the Revenue Engine may and may not raise, the products and offers it may reference, and any claims it may communicate on the Client's behalf. FLOWSTATE will configure the AI within those approved parameters. FLOWSTATE does not script live AI conversations word for word. Within an active conversation, the AI communicates in natural language within the boundaries of its configuration. FLOWSTATE configures the AI to communicate conservatively, and to avoid specific pricing claims, campaign-specific representations, or performance guarantees on behalf of the Client unless those have been explicitly defined and approved.

The Client is solely responsible for the truthfulness, legality, and substantiation of all Client Content and of all claims that fall within the approved parameters. This includes representations about pricing, savings, financing, tax credits, rebates, incentives, government programs, insurance coverage, warranties, timelines, licensing, and product or service performance. If the Client becomes aware that content communicated through the Revenue Engine is inaccurate or non-compliant, it must notify FLOWSTATE via Written Notice immediately so the configuration can be corrected.

AI output monitoring

FLOWSTATE is responsible for configuring and maintaining the AI within the content parameters approved by the Client. The Client is not required to actively monitor individual communications. However, if the Client becomes aware through any source, including feedback from a Lead, a Customer, or a Consultant, of a persistent inaccuracy, a non-compliant claim, or an output that falls outside the approved content boundaries, the Client must notify FLOWSTATE via Written Notice as soon as practicable. FLOWSTATE will investigate and correct the configuration promptly. The Client may not use an AI output error as the basis for a billing dispute unless the error is a record error as defined in Section 8.

The Client's own business and licenses

The Client is solely responsible for its own business. This includes holding every license, registration, bond, and permit its trade requires in every state where it sells, its contracts with its customers, cooling-off and home solicitation sale rules, pricing, financing offers, advertising claims, warranties, and the work it performs. The Revenue Engine books and continues conversations. It does not sell, quote, or contract for the Client.

Sender information

The Client must give FLOWSTATE accurate sender information: its legal business name, a valid physical postal address for use in emails, the tax identification details carriers require for registration, and a published privacy policy and consent flow that meet carrier requirements. The Client must tell FLOWSTATE promptly when any of this changes.

Opt-out reporting

Where a Lead, Customer, or Referred Person communicates an opt-out or a do not call request directly to the Client or to a Consultant through any channel outside the Revenue Engine, the Client must report it to FLOWSTATE via Written Notice within 24 hours so it can be applied before any further outreach occurs.

Consequences of non-compliance

If System Requirements are not met, the Revenue Engine may throttle or pause. The Pause mechanism and applicable fees are described in Section 9. Failure to maintain System Requirements does not relieve the Client of any payment obligations for outcomes already delivered.

Accuracy of information

The Client is responsible for the accuracy of all information provided to FLOWSTATE, including Lead and Customer data, location data, Qualification Criteria, and business details. FLOWSTATE relies on this information to operate the Revenue Engine and is not liable for errors resulting from inaccurate or incomplete information provided by the Client.

5. Fees, Billing, and Payment

Except for the Activation Deposit and the maintenance fee described in Section 9, FLOWSTATE charges only for Billable Outcomes. There is no monthly subscription fee and no setup fee beyond the Activation Deposit.

Pricing schedule

Component	Price	Billable Outcome	Proof
Appointment Setter	$59	One Sit Appointment (SVS) that was held or is deemed held. See Section 6 for the full definition.	Booking record, Qualification Criteria version, Consultant response or 48-hour lapse, and Lead confirmation where applicable.
Proposal Follow-Up	$10	One resolved proposal. The Client sent and logged the proposal, the Revenue Engine started the follow-up, and the Lead gave a clear yes or no that the Revenue Engine captured. See Section 7.	Logged message or call with timestamp.
Reviews	$15	One review published on Google or Trustpilot within the attribution window after a Revenue Engine review request. Billable regardless of star rating. See Section 7.	Request log plus a dated record of the published review.
Referrals	$79	One referral lead who submitted the Revenue Engine referral form themselves and is not a duplicate. See Section 7.	Form submission record: timestamp, consent text version, and source.
Lead Reactivation	$79	One dormant contact who responds in a Revenue Engine conversation with a clear request for an appointment, quote, or call. See Section 7.	Logged Revenue Engine conversation.

Each Component is billed on its own.

Activation Deposit

Activation of the Appointment Setter requires an Activation Deposit of $1,180. This deposit covers the first 20 Sit Appointments delivered. Once 20 Sit Appointments have been delivered, standard per-outcome billing begins. The Activation Deposit is not a subscription and is not recurring. See Section 10 for the refund conditions that apply to it.

Weekly billing

FLOWSTATE bills weekly. For each Billing Week, FLOWSTATE totals the Billable Outcomes that became billable during that week. Stripe then charges the payment method on file and FLOWSTATE issues an invoice that lists each Billable Outcome. If there were no Billable Outcomes and no other amounts due, there is no charge. When this Agreement ends, FLOWSTATE issues a final invoice for all Billable Outcomes not yet invoiced.

Payment authorization

By accepting this Agreement, the Client authorizes FLOWSTATE to charge the payment method on file, through Stripe, for every amount due under this Agreement, without separate approval for each charge. This authorization stays in effect until all amounts due have been paid.

The Client is responsible for maintaining a valid payment method at all times. If a charge fails, FLOWSTATE will attempt to notify the Client and retry. Continued failure to maintain a valid payment method may result in Pause or termination. Amounts not paid within 7 days of the invoice date bear interest at 1.5% per month or the highest rate the law allows, whichever is lower. The Client pays FLOWSTATE's reasonable costs of collection, including attorneys' fees.

Taxes

Fees exclude taxes. The Client pays any sales, use, or similar taxes that apply to the services, other than taxes on FLOWSTATE's income.

Billing is retrospective

All outcome-based fees are charged after the Billable Outcome has been delivered and recorded. The Client is never charged in advance for outcomes that have not yet been delivered, with the sole exception of the Activation Deposit, which is applied against the first 20 Sit Appointments as described above.

Referral reward

Any reward the Client offers to Customers or Leads who refer new prospects is set, funded, and paid by the Client. FLOWSTATE facilitates the referral mechanism but does not administer, guarantee, or fund referral rewards. The Client is responsible for paying referral rewards directly to the referring party in accordance with the terms the Client has communicated, and for making sure those rewards are lawful in each state where it offers them. A referral reward may never be tied to a review.

Disputes

The Client must raise any billing dispute within 14 days of the invoice date by sending Written Notice to [email protected]. The notice must include the invoice number, the outcome in question, and the basis for the dispute. An invoice that is not disputed within 14 days is accepted by the Client and is final.

FLOWSTATE will review disputed outcomes against the FLOWSTATE Records, share the relevant records for the disputed outcome with the Client, and provide a written response within 10 business days. The FLOWSTATE Records are the system of record for billing. See Section 6, Section 7, and Section 8.

The Client agrees to use this dispute process before contesting any charge with its card issuer or bank. A chargeback filed without first using this process is a material breach of this Agreement. FLOWSTATE may submit the FLOWSTATE Records for the disputed outcome to the payment processor to contest a chargeback.

6. Sit Appointments: Definition and Verification

A Sit Appointment (SVS) is the Billable Outcome of the Appointment Setter component. The definition in this Section is complete. Nothing outside this Section makes an appointment billable or not billable.

Conditions at booking

An appointment can become a Sit Appointment only when all three of the following conditions are met.

Verification after the appointment

After the scheduled time has passed, the Revenue Engine asks the assigned Consultant whether the appointment took place. What happens next depends on the answer.

Cancellations and reschedules by the Lead

An appointment that the Lead cancels before the scheduled time is not billable. If the Lead reschedules through the Revenue Engine, the new appointment replaces the original and follows the same rules in this Section.

Cancellation or absence by the Consultant

A Consultant may reschedule an appointment through the Revenue Engine's designated mechanism before the scheduled time. A reschedule made this way is not a cancellation under this paragraph; the new appointment follows the same rules in this Section.

An appointment that does not take place because the Consultant or the Client cancelled it, moved it outside the Revenue Engine, or did not attend is a billable Sit Appointment. The Revenue Engine delivered a qualified Lead at an agreed time. The Client did not use the appointment.

Verification with the Lead

After a reported no-show, FLOWSTATE may contact the Lead. This contact is part of the rebooking sequence. If the Lead indicates that the appointment did take place, FLOWSTATE may investigate the discrepancy. Where the FLOWSTATE Records confirm the Lead's account, FLOWSTATE may treat the appointment as a billable Sit Appointment, notwithstanding the Consultant's report.

A pattern of inaccurate no-show reports is a material breach of this Agreement. FLOWSTATE may bill the affected appointments, suspend the Appointment Setter, and terminate this Agreement under Section 22.

What does not matter

Whether a Sit Appointment is billable is decided by the FLOWSTATE Records under this Section. The quality of the conversation, whether the Lead bought, and whether the Consultant found the appointment useful play no role. A billing adjustment is available only for a record error under Section 8.

7. Other Billable Outcomes: Definitions and Proof

This Section defines the Billable Outcome and the proof standard for the four other Components. The definitions are complete.

Proposal Follow-Up

A proposal is a Billable Outcome only when all three of the following conditions are met.

A clear yes means the Lead states that they accept or want to go ahead. A clear no means the Lead states that they decline, chose another provider, or no longer want the project. "Maybe", "still thinking", a request for changes, or silence is not a clear answer. No clear answer means not billable.

The answer can reach the Revenue Engine directly from the Lead, in a logged conversation, or through the Consultant. Where the follow-up sequence routes the Lead back to the Consultant, for example because the Lead is ready to move forward or has a question only the Consultant can answer, the Consultant's confirmation of the outcome, reported back through the Revenue Engine, is proof of a clear yes or no. Proof is the logged message, call, or Consultant confirmation, with its timestamp. There is one Billable Outcome per proposal.

Reviews

A review is a Billable Outcome when it is published on Google or Trustpilot by a person to whom the Revenue Engine sent a review request, it is published within 30 days after that request, and it is matched to that contact by name and any other available data. Proof is the request log plus a dated record of the published review. A review that cannot be matched to a contact is not billable.

A review is billable regardless of its star rating. A review that is later removed by the platform or by the reviewer remains billable.

Referrals

A referral lead is a Billable Outcome when a Referred Person submits the Revenue Engine referral form themselves, including the consent language, and that person has not been a contact in the Client Account at any time in the 12 months before the submission. Proof is the form submission record: timestamp, consent text version, and source.

FLOWSTATE never contacts a referred person who has not submitted the form. The Client may not upload, forward, or dictate names or phone numbers of referred people for outreach.

Lead Reactivation

A reactivated Lead is a Billable Outcome when all of the following apply. The contact comes from the Client's existing database. There has been no contact between the Client or the Revenue Engine and that contact for at least 90 days before the first reactivation message, based on the data the Client supplies and the FLOWSTATE Records. The Revenue Engine contacts that person. The person then responds, in a logged Revenue Engine conversation, with a clear request for an appointment, a quote, or a call.

No form is required. The logged conversation is the proof. No response, a negative response, or an opt-out is not billable. A contact can be billed as reactivated once in any 12-month period.

The Client warrants that every contact it supplies for Lead Reactivation has valid, unrevoked consent in the Client's name for every channel used, including prior express written consent where the law requires it for AI or artificial voice calls and marketing texts, and that the Client has honored all opt-outs and do not call requests. FLOWSTATE relies on this warranty and does not verify it. FLOWSTATE may refuse or remove any contact at any time. A breach of this warranty triggers the Client's indemnification obligations under Section 19 in full. See also Section 11.

8. FLOWSTATE Records and Billing Integrity

FLOWSTATE stores the evidence for every Billable Outcome in its own systems, outside the Client Account. The rules in this Section exist so that billing reflects what actually happened and cannot be changed afterwards by either party.

What FLOWSTATE records

The FLOWSTATE Records include call recordings and transcripts, message logs, form submissions, timestamps, Consultant responses and the confirmation requests sent to them, booking and cancellation records, review request logs and dated records of published reviews, consent and opt-out records, and the version of the Qualification Criteria in effect at each booking.

System of record

Changes outside the Revenue Engine

Only actions taken through the Revenue Engine's designated links and workflows are recognized. This includes cancellations, reschedule requests, opt-out submissions, and Consultant responses. Appointments that are moved, edited, or deleted directly in a connected third-party calendar, or in the Client Account, do not change the billing status of the original appointment. Calendar synchronization is for display only.

The Client acknowledges that these rules are necessary to protect an outcome-based billing model and agrees to them as a condition of using the Revenue Engine.

Record errors

A record error exists where the FLOWSTATE Records themselves show that an outcome did not meet the conditions in Section 6 or Section 7, or where the Client proves that a record is inaccurate, for example that a confirmation request was never sent to the Consultant. Dissatisfaction with an outcome is not a record error.

The Client raises a record error through the dispute process in Section 5, within the 14-day window. FLOWSTATE reviews every claim in good faith. Where a record error is confirmed, FLOWSTATE issues a credit against the next invoice, or a refund if no further invoice will follow.

Retention

FLOWSTATE keeps the FLOWSTATE Records for 5 years from the date each record was created, including after this Agreement ends, for billing, audit, legal compliance, and the defense of legal claims. Section 13 describes how this fits with data deletion.

9. Pause Mechanism and Maintenance Fee

If System Requirements are not met, the Revenue Engine will throttle or pause. A Pause may be triggered by insufficient new lead volume, inactive integrations, insufficient calendar capacity, or a failed payment.

Maintenance fee

A maintenance fee of $20 per calendar day applies during any Pause period. This fee covers the fixed infrastructure and operational costs that continue regardless of active lead processing. The maintenance fee is charged with the weekly invoice and is not waived for partial days.

Client-initiated Pause

The Client may request a Pause at any time by sending Written Notice to [email protected]. A client-initiated Pause takes effect within 48 hours of the Written Notice being deemed received under Section 1. The maintenance fee applies from the day the Pause begins. A Pause does not affect any outstanding billing obligations for outcomes already delivered.

Resumption

The Revenue Engine resumes when System Requirements are restored and confirmed. The Client is responsible for notifying FLOWSTATE when requirements have been restored if the resumption does not occur automatically. Resumption does not waive any maintenance fees accrued during the Pause period.

10. Deposit, Refund, and Cancellation Policy

Activation Deposit

The Activation Deposit prefunds the first 20 Sit Appointments at $59 each. It is always refundable on a pro rata basis, whichever party ends this Agreement and for whatever reason, including during onboarding before any Sit Appointment has been delivered.

Whenever this Agreement ends before all 20 Sit Appointments have been delivered, FLOWSTATE refunds the unused balance of the Activation Deposit, calculated as $1,180 minus $59 for each Sit Appointment delivered up to that point, reflecting any credits issued under Section 8. FLOWSTATE issues the refund within 5 business days after the effective termination date. Once all 20 Sit Appointments have been delivered, the Activation Deposit has been fully used and there is no balance left to refund.

No other refunds

All other fees under this Agreement are charged after delivery of a Billable Outcome. Because payment follows delivery, no refunds apply to outcome-based charges beyond the Activation Deposit terms above, other than credits for confirmed record errors under Section 8.

Cancellation

Either party may cancel this Agreement at any time by providing Written Notice to the other party. Cancellation takes effect at the end of the notice period described in Section 22. All Billable Outcomes delivered up to the effective cancellation date remain payable. A final invoice covering any outstanding outcomes will be issued upon cancellation. There are no exit fees, break clauses, or minimum term obligations beyond the payment of outstanding amounts at the time of cancellation.

11. Client Consent Representations, TCPA Warranty, and Outreach Compliance

This Section is one of the most important in this Agreement. Read it carefully.

Client representations

By submitting Leads or Customers to the Revenue Engine, the Client represents and warrants to FLOWSTATE that each of the following is true for every individual submitted.

1. The individual voluntarily submitted an inquiry, form, or opt-in through a channel owned or operated by the Client, or is an existing Customer of the Client, or came from a lead source that meets the requirements of Section 12.
2. The individual has given prior express written consent, as defined under the Telephone Consumer Protection Act (47 U.S.C. § 227) and 47 C.F.R. § 64.1200(f)(9), to receive marketing calls and texts from or on behalf of the Client at the number provided. That consent covers calls using an artificial or AI-generated voice, prerecorded messages, and calls and texts sent with automated technology. The FCC treats AI-generated voices as artificial voices under the TCPA. An existing business relationship alone is not a sufficient basis for AI voice calls or marketing texts.
3. The consent language shown at the time of collection named the Client and the communication types the Revenue Engine uses. A single disclosure that clearly names automated calls, AI-generated or artificial voice calls, and text messages is sufficient for those channels. Email is governed by the CAN-SPAM Act and requires a working opt-out rather than prior consent. WhatsApp messages require that the individual opted in to WhatsApp business messaging from the Client.
4. Where the individual's number is on the National Do Not Call Registry or a state do not call list, the Client holds a signed written consent or another legal basis that lawfully permits the contact. An established business relationship based only on an inquiry generally lapses after three months. For contacts submitted for Lead Reactivation, the Client therefore relies on written consent.
5. The consent record is documented and retrievable. The Client can produce, within 72 hours of a request by FLOWSTATE, proof of consent for any submitted individual, including at minimum: the consent source (form URL or equivalent), the date and time of consent, the IP address where technically available, the consent language displayed at the time of submission, and the seller name as presented.
6. The consent was obtained lawfully and in full compliance with the TCPA, the CAN-SPAM Act, the FTC Telemarketing Sales Rule, and all applicable federal, state, and local laws in force at the time and place of collection, including state telemarketing laws, state do not call provisions, and applicable state privacy laws.
7. The individual has not opted out, asked not to be called, or revoked consent through any channel, and the Client has honored every opt-out and do not call request it has received.
8. To the Client's knowledge, the phone number belongs to the individual who gave the consent, and the location data supplied for the individual is accurate.

Required consent language

The Client must use consent language on all lead capture forms that explicitly covers automated and AI-generated outreach before submitting Leads to the Revenue Engine. At minimum, the consent language must disclose that the individual agrees to receive marketing calls, texts, emails, WhatsApp messages, and artificial or AI-generated voice calls from or on behalf of the Client about the Client's products and services, at the number and email address provided, including through automated technology. The language must state that consent is not a condition of purchase and must explain how to opt out. FLOWSTATE may provide a recommended consent language template upon request. Use of that template does not constitute legal advice and the Client remains solely responsible for making sure its consent language is legally sufficient.

Suppression and do not call obligations

Before submitting any Lead or Customer batch to the Revenue Engine, the Client must provide FLOWSTATE with its complete internal do not call list and all known opt-outs, revocations, and suppression records that apply to that batch. FLOWSTATE will apply these suppressions before initiating any outreach. The Client may not re-submit an individual who has previously opted out or requested removal, under any batch name or in any reformatted dataset. FLOWSTATE maintains a running suppression list for each Client. Individuals on that list are excluded from further outreach unless the Client provides documented proof of a new, valid consent obtained after the original opt-out.

FLOWSTATE may, but is not required to, check submitted numbers against do not call registries, reassigned number databases, or litigation risk lists, and may remove numbers on that basis. Doing so does not reduce the Client's responsibility under this Section.

Opt-outs and revocation of consent

The Revenue Engine accepts opt-outs through the methods it discloses in its calls and messages, including a STOP reply to a text, a spoken request during a call, and the unsubscribe link in an email. It also honors any other opt-out request it recognizes. An opt-out received by call or text stops marketing calls and marketing texts to that individual for that Client. An email unsubscribe stops email. FLOWSTATE applies opt-outs promptly, and in any case within the period the law allows.

How the Revenue Engine conducts outreach

FLOWSTATE configures the Revenue Engine to identify the Client at the start of each call, to state that the caller is an automated AI assistant, to state that the call is recorded where recording is active, to offer an opt-out during each call and in messages, to place calls and texts only within the calling windows that federal and state law allow, based on the location data available for the individual, and to limit contact frequency. The Client may not instruct FLOWSTATE to switch off any of these settings.

These settings support compliance. They do not replace the Client's own obligations, and FLOWSTATE does not warrant that they satisfy every law in every state.

Recording

The Client authorizes FLOWSTATE to record and transcribe calls and to store conversations, for service delivery, quality, proof of Billable Outcomes, and legal compliance. The Client's own privacy policy must disclose that calls and messages may be handled by an automated assistant and by service providers acting for the Client, and that calls may be recorded.

Audit rights

FLOWSTATE may request a consent audit of any Lead or Customer batch before or after activation. The Client must provide the requested consent proof within 72 hours of the request. If the Client fails to provide adequate proof within that period, FLOWSTATE may suppress the batch, pause the applicable campaign, or terminate this Agreement, and is entitled to retain all amounts earned up to that point. FLOWSTATE's exercise of these rights does not waive the Client's indemnification obligations under Section 19.

Lead Reactivation and historical records

The consent warranty in Section 7 applies to every contact the Client supplies for Lead Reactivation. Consent does not improve with age. Numbers get reassigned, people opt out, and records get lost. FLOWSTATE may request written confirmation of the warranty, or proof of consent, before starting a reactivation campaign on a specific batch.

Where the Client cannot confirm that a valid consent record exists for AI voice or text outreach to a historical Lead or Customer, FLOWSTATE may limit first contact to email, in compliance with the CAN-SPAM Act. If that individual then gives new consent through a Revenue Engine consent form that meets the prior express written consent standard, that consent is a new record and the individual may enter the full workflow. A simple reply to an email is not enough for AI voice calls or marketing texts. The Client remains responsible for making sure the email content itself complies with all applicable law.

Referred Persons

The Revenue Engine contacts a Referred Person only after that person has submitted the referral form, including the consent language in the Client's name. Section 7 prohibits the Client from supplying referral names or numbers for outreach.

Right to reject

FLOWSTATE may reject or remove any Lead or Customer, pause any campaign, or terminate this Agreement where FLOWSTATE has reasonable grounds to believe that the Client's consent records are incomplete, outdated, or non-compliant. FLOWSTATE's exercise of this right does not waive or limit the Client's indemnification obligations under Section 19.

12. Acceptable Use and Prohibited Data

The Client may only submit Lead and Customer data to the Revenue Engine that meets the standards set out in this Agreement. The following categories of data are prohibited and may not be submitted under any circumstances.

• Data purchased from lead brokers or data vendors where verifiable prior express written consent, naming the Client and covering the specific channels the Revenue Engine uses, cannot be demonstrated.
• Data obtained through web scraping, data harvesting, or any automated collection method not based on a direct opt-in by the individual.
• Data from co-registration arrangements where the consent language did not clearly identify the Client as a named seller or did not cover the outreach channels the Revenue Engine uses.
• Data from lead sharing agreements where the original consent record cannot be produced.
• Names or contact details of referred people who have not submitted the Revenue Engine referral form themselves.
• Data relating to individuals whom the Client knows or reasonably suspects to be under 18 years of age.
• Data from campaigns, states, or geographies where the Client does not have a legally valid basis for automated outreach.
• Social Security numbers, payment card data, bank account data, credit reports, health information, or other sensitive data the Revenue Engine does not need.

The Client may also not use the Revenue Engine, or instruct FLOWSTATE, to do any of the following.

• Send review requests only to Customers expected to be positive, offer incentives for reviews, or create, edit, or post reviews.
• Communicate false, misleading, or unsubstantiated claims.
• Hide the identity of the Client, or hide that a conversation is automated.
• Contact anyone who has opted out, or work around a suppression.

A violation of this Section is a material breach of this Agreement and triggers the indemnification obligations in Section 19 in full.

13. Data Processing and Privacy

FLOWSTATE's handling of personal data is described in the FLOWSTATE Privacy Policy, available at FlowstateRevenue.com/privacy-policy. This Section is the data processing agreement between the parties. If this Section and the Privacy Policy conflict on the handling of Lead and Customer data, this Section controls.

Roles

For Lead, Customer, and Referred Person data, the Client is the business and controller. FLOWSTATE is the Client's service provider and processor under the California Consumer Privacy Act and the other US state privacy laws that apply. For data about the Client itself, its staff, and visitors to FLOWSTATE's website, FLOWSTATE is the controller, as described in the Privacy Policy.

Details of the processing

FLOWSTATE processes the data to deliver the activated Components: contacting individuals, qualifying, booking, following up, requesting reviews, collecting referrals, reactivating, reporting, billing, and keeping the FLOWSTATE Records. The data consists of contact details, property and project information, qualification answers, conversation content, call recordings and transcripts, consent and opt-out records, and appointment and outcome data. The individuals are the Client's Leads, Customers, and Referred Persons. Processing lasts for the term of this Agreement plus the periods stated in this Section. This Agreement, the Client's approved configuration, and the Client's Written Notices are the Client's instructions.

FLOWSTATE's commitments

• FLOWSTATE processes the data only for the business purposes in this Agreement and on the Client's instructions. FLOWSTATE does not sell or share the data, and does not retain, use, or disclose it for any other purpose, including its own marketing, or outside the direct business relationship with the Client.
• FLOWSTATE does not combine the data with personal data it receives from other sources or other Clients, except as the law allows a service provider to do, for example to detect security incidents and fraud.
• FLOWSTATE complies with the obligations that apply to it as a service provider or processor and gives the data the level of privacy protection those laws require. FLOWSTATE will notify the Client within 5 business days if it determines that it can no longer meet these obligations.
• Everyone FLOWSTATE authorizes to handle the data is bound by a duty of confidentiality.
• The Client may take reasonable and appropriate steps to make sure FLOWSTATE uses the data consistently with the Client's legal obligations, and to stop and remediate any unauthorized use, as described under "Audits and information" below.

Client obligations

The Client is responsible for all obligations that apply to it as a business and controller. This includes giving the required notices to Leads and Customers, maintaining consent records, having a lawful basis to give the data to FLOWSTATE, and honoring requests it receives through its own channels.

Subprocessors

FLOWSTATE uses third-party service providers to operate the Revenue Engine. They fall into these categories: CRM and workflow automation infrastructure, payment processing, communications delivery (voice, SMS, email, and chat), AI model processing, system integration, and secure data storage. The Client gives general authorization for subprocessors in these categories. FLOWSTATE does not disclose vendor names in this Agreement, and may add, remove, or replace a subprocessor within these categories at any time.

FLOWSTATE binds each subprocessor by a written contract with data protection obligations consistent with this Section, and remains responsible for their performance. Where a specific law or a specific Client's circumstances call for it, FLOWSTATE may provide a subprocessor list, or advance notice of a new subprocessor, on request or on its own initiative, under the confidentiality terms of Section 15. Doing so in one case does not obligate FLOWSTATE to do so generally or in any other case.

Security

FLOWSTATE implements reasonable technical and organizational measures, appropriate to the nature of the data, to protect it against unauthorized access, loss, or disclosure. These include access controls, encryption in transit, and separation of Client environments.

Requests from individuals

If an individual sends FLOWSTATE a privacy request about data FLOWSTATE processes for the Client, FLOWSTATE will forward it to the Client or tell the individual to contact the Client. FLOWSTATE will give the Client reasonable help to respond to access, deletion, correction, and opt-out requests. Opt-outs from outreach are different. FLOWSTATE applies those directly, under Section 11.

Audits and information

On written request, and no more than once per year unless a security incident has occurred, FLOWSTATE will give the Client the information reasonably needed to show compliance with this Section and will cooperate with a reasonable assessment. FLOWSTATE may satisfy this through written responses, summaries, or third-party reports. The Client bears its own costs. Access to FLOWSTATE's systems, to data of other Clients, or to the identity of specific vendors is not included.

Breach notification

If FLOWSTATE becomes aware of unauthorized access to, or acquisition of, Lead or Customer data it processes under this Agreement, FLOWSTATE will notify the Client without unreasonable delay and no later than 72 hours after becoming aware. The notification will describe the nature of the incident, the categories of data affected, the approximate number of individuals involved where known, and the steps FLOWSTATE is taking to contain and remediate it. FLOWSTATE will provide updates as it learns more. The Client is responsible for deciding whether and how to notify affected individuals and regulators under applicable law. A notification is not an admission of fault.

Data export and deletion

For 30 days after the termination date, the Client may request a structured export of its Lead and Customer data by Written Notice. FLOWSTATE will provide it in a commonly used format. Within 90 days after the termination date, FLOWSTATE deletes the Client's Lead and Customer data from its active systems and closes the Client Account.

The FLOWSTATE Records are the exception. FLOWSTATE keeps the minimum records needed for billing, audit, legal compliance, and the defense of legal claims for 5 years from the date each record was created. These include consent and opt-out records, message and call logs, recordings and transcripts tied to Billable Outcomes or to opt-outs, form submissions, and Consultant responses. During that period FLOWSTATE stores them in a restricted state, outside active workflows, uses them for no other purpose, and deletes them when the period ends, unless a legal hold applies. Federal telemarketing rules require records of this kind to be kept for 5 years, and claims under the TCPA can be filed for 4 years.

Location of processing

FLOWSTATE and its subprocessors may process data in the United States and in other countries where they or their personnel operate, under the same protections described in this Section.

14. Intellectual Property

All intellectual property in the Revenue Engine, including its architecture, workflows, automation logic, AI configurations, prompts, conversation designs, qualification frameworks, and related materials, is owned exclusively by FLOWSTATE. Nothing in this Agreement transfers any ownership interest in FLOWSTATE's intellectual property to the Client. The FLOWSTATE Records are FLOWSTATE's business records, subject to Section 13.

The Client owns the Client Content. The Client grants FLOWSTATE a limited, non-exclusive, royalty-free license to use the Client Content and the Client's brand name, logo, and business identity solely to the extent necessary to operate the Revenue Engine on the Client's behalf. FLOWSTATE will not use the Client's brand identity for any other purpose without explicit written approval. The Client warrants that it has the right to give this license and that the Client Content does not infringe anyone's rights.

Data generated in connection with the Client's campaigns, including interaction logs, appointment records, and outcome data, is made available to the Client through the Client Account and agreed reporting. FLOWSTATE may use de-identified and aggregated data across its client base for product improvement and benchmarking. FLOWSTATE will not attempt to re-identify that data. No Client's data is shared with other Clients in identifiable form.

If the Client gives FLOWSTATE feedback or suggestions, FLOWSTATE may use them without restriction or payment.

The Client agrees not to reverse-engineer, replicate, or attempt to recreate any part of the Revenue Engine or its underlying logic based on observations of its behavior or output.

15. Confidentiality

Each party may receive confidential information from the other in the course of this Agreement. Confidential information includes pricing terms, details of how the Revenue Engine works, Lead and Customer data, business strategies, and any information marked as confidential or that a reasonable person would understand to be confidential given the context.

Each party agrees to hold the other's confidential information in confidence, to use it only in connection with this Agreement, and to disclose it only to employees, contractors, or advisors who need it to perform their obligations and who are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, that was independently developed without use of the confidential information, or that is required to be disclosed by law or court order. In the case of legally compelled disclosure, the receiving party must give prompt Written Notice to allow the disclosing party to seek a protective order where feasible. FLOWSTATE may disclose FLOWSTATE Records where needed to establish or defend a legal claim, to contest a chargeback, or to respond to a regulator.

16. Disclaimers and No Guarantee

FLOWSTATE operates the Revenue Engine with reasonable care and skill. FLOWSTATE makes no representations, warranties, or guarantees beyond those explicitly stated in this Agreement.

The Revenue Engine is designed to convert existing Leads and Customers into appointments, answers on proposals, reviews, and referrals. These are dependent outcomes. They reflect the quality and volume of data provided and cannot be guaranteed in advance. FLOWSTATE does not control which reviews a platform publishes, removes, or filters.

AI output

The Revenue Engine uses AI to hold conversations by voice and text. AI output is probabilistic. It can be inaccurate, incomplete, or unexpected, even when the configuration is correct. FLOWSTATE does not warrant that every AI output will be accurate or will stay inside the approved parameters. FLOWSTATE's obligation is to configure the AI within the parameters the Client approved, to correct the configuration promptly when a problem is reported, and to keep the records described in Section 8. Statements the AI makes do not bind FLOWSTATE, and the Client remains responsible for the Client Content on which the AI relies.

Estimates

The revenue calculator available on FlowstateRevenue.com produces illustrative estimates based on input values and assumptions. These estimates are for indicative purposes only. They do not represent a projection, forecast, or guarantee of actual results. Actual performance will vary based on the Client's specific circumstances.

As is

The Revenue Engine is provided "as is" and "as available." FLOWSTATE does not warrant that the Revenue Engine will be free of errors, interruptions, or technical failures at all times. FLOWSTATE will make commercially reasonable efforts to maintain availability and to resolve technical issues promptly.

To the fullest extent permitted by applicable law, FLOWSTATE disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty arising from course of dealing or usage of trade.

These disclaimers are a fundamental part of the bargain between the parties. The outcome-based pricing model reflects the allocation of risk and reward described in this Agreement. The Client has evaluated that allocation and accepts it.

17. Exclusion of Consequential Damages

To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to this Agreement, regardless of the legal theory on which the claim is based and regardless of whether the party has been advised of the possibility of such damages.

This exclusion applies specifically to, but is not limited to: lost profits, lost revenue, lost business, lost sales opportunities, loss of goodwill, loss of data, cost of procuring substitute services, and claims based on business interruption.

This exclusion applies to both parties and is mutual. It applies even if the limited remedies available under this Agreement fail of their essential purpose.

This exclusion does not apply to damages arising from a party's fraud or willful misconduct, to the Client's obligation to pay fees, or to amounts payable to third parties under the indemnification obligations in Section 19.

18. Liability Cap

To the fullest extent permitted by applicable law, FLOWSTATE's total aggregate liability to the Client for all claims arising out of or related to this Agreement, whether in contract, tort, statute, or otherwise, is capped at the lower of the following two amounts.

The first amount is $10,000 (ten thousand US dollars).

The second amount is the total fees actually paid by the Client to FLOWSTATE in the three calendar months immediately preceding the event giving rise to the claim.

Whichever of these two amounts is lower is the maximum recovery the Client may obtain from FLOWSTATE for any and all claims combined, regardless of the number of incidents or claims. The existence of more than one claim will not enlarge this limit.

Basis for this cap

The parties acknowledge that the cap in this Section is a material part of the commercial arrangement between them. FLOWSTATE's outcome-based pricing model, under which the Client pays only for results delivered, with no subscription fee and no setup fee beyond the Activation Deposit, is offered in consideration of, among other things, this liability limitation. The Client accepts this cap as a condition of access to the Revenue Engine at the pricing offered. Both parties acknowledge that they are commercial entities and that the cap reflects a reasonable allocation of risk given the economic structure of the engagement.

Exceptions

The liability cap does not apply to damages arising from FLOWSTATE's fraud, willful misconduct, or gross negligence. FLOWSTATE's indemnification obligation has its own cap, stated in Section 19.

19. Indemnification

Client indemnification of FLOWSTATE

The Client will defend, indemnify, and hold harmless FLOWSTATE and its members, managers, officers, employees, affiliates, and contractors from and against any third-party claims, demands, proceedings, investigations, losses, damages, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to any of the following.

• Consent. The Client's failure to obtain or keep legally sufficient consent for any individual submitted to the Revenue Engine, including any claim under the TCPA, a state telemarketing law, a do not call rule, the CAN-SPAM Act, the FTC Telemarketing Sales Rule, or any other federal, state, or local law. This includes any breach of the warranty for Lead Reactivation contacts in Section 7.
• Representations. The Client's breach of any representation or warranty in Section 11.
• Lead data. The Client's submission of prohibited, inaccurate, or unlawfully obtained data, or any other violation of Section 12.
• Client Content. The Client Content and any claim communicated within the parameters the Client approved, including any unsubstantiated, misleading, or non-compliant statement about pricing, savings, financing, tax credits, rebates, incentives, government programs, insurance coverage, warranties, or performance.
• Consultant conduct. The acts or omissions of the Client's Consultants, employees, and contractors, including what happens at or after an appointment and inaccurate reports under Section 6.
• Licensing and the Client's own business. The Client's products, services, workmanship, contracts, licenses, permits, registrations, and sales practices.
• The Client's own legal obligations. The Client's violation of any law in connection with its marketing, lead generation, sales, privacy, reviews, or referral rewards.
• Opt-outs. The Client's failure to report an opt-out or do not call request it received through its own channels within the time Section 4 requires.
• Outreach on the Client's behalf. Any claim by a Lead, Customer, Referred Person, regulator, attorney general, class counsel, carrier, or platform provider arising from the content, legality, or targeting of outreach conducted for the Client, except to the extent FLOWSTATE's indemnification obligation below applies.

The Client's obligations under this Section do not apply to the extent a claim results from FLOWSTATE's gross negligence or willful misconduct. They are not subject to the liability cap in Section 18. They are uncapped and survive termination of this Agreement.

The Client controls the inputs to the Revenue Engine: the Lead and Customer data submitted, the consent behind it, the Qualification Criteria, and the Client Content. FLOWSTATE controls the execution of communications within those approved inputs, including timing, channel sequencing, and AI-generated conversation. Nothing in this Agreement makes FLOWSTATE responsible for the Client's failure to obtain legally sufficient consent, for the Client's submission of non-compliant data, or for claims arising from the Client's own marketing activities. The Client agrees to defend and indemnify FLOWSTATE against any claim brought on a theory of vicarious liability, agency, or joint enterprise where that claim arises from the Client's data, consent failures, or Client Content.

Insurance

The Client must maintain commercially reasonable insurance coverage sufficient to cover its indemnification obligations under this Agreement, including coverage for claims arising from marketing activities, consumer communications, privacy, and telemarketing law. Upon FLOWSTATE's written request, the Client must provide certificates of insurance within 10 business days.

FLOWSTATE's right to select counsel

In any claim arising under the TCPA, a state telemarketing law, or a consumer privacy law where FLOWSTATE is named as a defendant or respondent, FLOWSTATE may select its own legal counsel and have its reasonable defense costs reimbursed by the Client within 30 days of invoice, where those costs arise from a matter covered by the Client's indemnification obligations. No settlement of any such claim that imposes obligations on FLOWSTATE, or admits fault on its behalf, may be made without FLOWSTATE's prior written consent.

FLOWSTATE indemnification of Client

FLOWSTATE will defend, indemnify, and hold harmless the Client from and against third-party claims to the extent they arise directly from FLOWSTATE contacting an individual after that individual's opt-out was recorded in the Revenue Engine, or through a channel the Client had not activated, where the error is attributable solely to FLOWSTATE and not to any data, instruction, or delay by the Client. FLOWSTATE's total liability under this obligation is limited to the fees paid by the Client to FLOWSTATE in the 12 months before the claim.

Procedure

The party seeking indemnification must promptly send Written Notice to the indemnifying party of any claim for which indemnification is sought. Subject to FLOWSTATE's right to select counsel above, the indemnifying party has the right to assume control of the defense of the claim, provided it does so without delay. The indemnified party will cooperate reasonably in the defense and will not settle any claim without the indemnifying party's prior written consent. A delay in giving notice relieves the indemnifying party only to the extent the delay caused it harm.

20. Binding Arbitration and Class Action Waiver

Agreement to arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Revenue Engine, or the relationship between FLOWSTATE and the Client, including disputes about the formation, validity, interpretation, breach, or termination of this Agreement, will be resolved exclusively through final and binding arbitration, not in a court of law, except as provided in the carve-outs below.

Arbitration rules and process

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time of the claim. A single arbitrator, not a panel, will be appointed in accordance with those Rules. The arbitration will take place in Washington, DC, or by video where the Rules allow. Proceedings will be conducted in English and are confidential. The arbitrator will have authority to award any remedy that would be available in a court of competent jurisdiction, subject to the limitations in Section 17 and Section 18 of this Agreement.

Each party bears its own attorneys' fees and costs in arbitration, except where this Agreement provides otherwise, or where the arbitrator finds that a claim was brought in bad faith, in which case the arbitrator may award fees against the party that brought it.

Class action waiver

Each party waives any right to bring or participate in any class action, collective action, or representative proceeding, whether in arbitration or in court, against the other party in connection with any dispute arising under or related to this Agreement. All disputes must be brought and resolved on an individual basis. This waiver is a material term of this Agreement. If this waiver is found unenforceable for any reason, the agreement to arbitrate in this Section is void with respect to that claim only.

Jury trial waiver

To the extent any dispute between the parties proceeds in court, each party waives its right to a trial by jury.

Time limit for claims

Any claim arising out of or related to this Agreement must be filed within one year after the claiming party knew or should have known of the facts giving rise to it. After that, the claim is barred. This time limit does not apply to claims for unpaid fees or to indemnification claims under Section 19. It is paused during the notice and cure period in Section 23.

Mass and batch arbitration

If 10 or more similar or related claims are filed against FLOWSTATE by the same party or by multiple parties represented by the same counsel or coordinating together, those claims will be subject to the following batching procedure. The parties and the AAA will select 10 claims to proceed as a first batch. The outcome of those 10 claims will inform mediated settlement discussions for the remaining claims. If no settlement is reached after the first batch is resolved, a second batch of 10 claims will proceed, and so on. Each batch will be treated as a separate arbitration for AAA fee purposes. Time limits for the remaining claims are paused while they wait. This procedure preserves the efficiency of individual arbitration while preventing the use of coordinated mass filings as a litigation tactic. The AAA's Mass Arbitration Supplementary Rules apply where the AAA determines they are applicable. If those rules conflict with this clause, this clause governs to the extent the AAA permits.

Scope of this Section

This arbitration clause and class action waiver apply only to disputes between FLOWSTATE and the Client. They do not bind, and are not enforceable against, any Lead, Customer, or consumer who has not accepted this Agreement. FLOWSTATE's protection against consumer claims depends on the Client's compliance with Section 11, Section 12, and Section 19 of this Agreement, not on this arbitration clause.

Carve-outs

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights, to protect confidential information, or to prevent irreparable harm for which monetary damages would be an inadequate remedy. Either party may bring an individual claim in small claims court where the claim qualifies. Seeking this relief does not waive the right to arbitrate any other claim.

Enforceability

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). If any part of this Section is found unenforceable, the remaining parts continue in effect. This Section survives the termination of this Agreement.

21. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the District of Columbia, United States, without regard to its conflict of law principles.

For any matter not subject to arbitration under Section 20, including applications for injunctive relief, the parties consent to the exclusive jurisdiction of the courts of the District of Columbia and waive any objection to venue in those courts.

The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

22. Term and Termination

This Agreement begins on the Start Date and continues until terminated by either party.

Termination by the Client

The Client may terminate this Agreement at any time by providing Written Notice to [email protected]. Termination takes effect 14 days after the Written Notice is deemed received under Section 1. The Revenue Engine will wind down operations during the notice period. All Billable Outcomes delivered during the notice period remain payable, including appointments already booked that are held or deemed held after the notice. A final invoice will be issued at the end of the notice period.

Termination by FLOWSTATE

FLOWSTATE may terminate this Agreement for convenience with 14 days' Written Notice. FLOWSTATE may terminate or suspend immediately, without prior notice, in any of the following circumstances: the Client materially breaches this Agreement and fails to cure the breach within the notice and cure period in Section 23; the Client fails to pay an amount due within 14 days after the invoice date; the Client becomes insolvent or enters bankruptcy or receivership proceedings; the Client's consent representations are found to be materially false; the Client violates Section 12; there is a pattern of inaccurate reports under Section 6; or FLOWSTATE determines that continued operation creates a regulatory or legal risk that cannot be mitigated within a reasonable timeframe.

Effect of termination

Upon termination, FLOWSTATE will cease all Revenue Engine operations for the Client. All outstanding amounts at the time of termination remain due and payable. Data export and deletion follow Section 13. The following Sections survive termination: Section 5 (fees for outstanding outcomes), Sections 6, 7, and 8 (for outcomes delivered before termination, and the FLOWSTATE Records), Section 11 (consent representations), Section 12 (acceptable use), Section 13 (data processing, for as long as FLOWSTATE holds data), Section 14 (intellectual property), Section 15 (confidentiality), Section 16 (disclaimers), Section 17 (exclusion of consequential damages), Section 18 (liability cap), Section 19 (indemnification), Section 20 (arbitration), Section 21 (governing law), Section 23 (notice and cure), and Section 24 (general provisions).

23. Notice and Cure

Before either party may initiate arbitration or take any legal action against the other (except for applications for injunctive relief under Section 20), the complaining party must send Written Notice to the other party describing the claimed breach or dispute in reasonable detail. This notice must be delivered at least 30 days before any arbitration demand is filed.

The party receiving the notice has 30 days from the date the Written Notice is deemed received under Section 1 to cure the breach described in the notice, where the breach is capable of being cured. If the breach is cured within that period, no arbitration may be commenced on that specific breach.

This notice and cure requirement is a condition precedent to arbitration. Any arbitration demand filed without compliance with this requirement will be dismissed without prejudice. It does not delay FLOWSTATE's right to suspend or terminate under Section 22, or either party's duty to pay amounts that are not in dispute.

Written Notice under this Section must be sent to [email protected] for FLOWSTATE, and to the Client's designated email address on file as defined in Section 1.

24. General Provisions

Entire agreement

This Agreement, together with the Order Confirmation, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior proposals, representations, discussions, and agreements, whether oral or written. The Privacy Policy describes FLOWSTATE's data practices and is referenced in Section 13. The Client has not relied on any statement that is not in this Agreement, including sales conversations, website content, and calculator results.

Amendments

FLOWSTATE may update these Terms. FLOWSTATE gives active Clients at least 30 days' notice by email before a material change takes effect. The notice states the effective date and summarizes what changes. A Client that does not agree may terminate under Section 22 before the effective date, without penalty. Continued use of the Revenue Engine after the effective date is acceptance of the updated Terms.

Changes apply only going forward. They do not change the rules for Billable Outcomes already delivered, and a change to Section 20 does not apply to a dispute of which a party has already given notice under Section 23. Non-material updates, such as corrections, clarifications, and contact details, may be made without notice. FLOWSTATE keeps prior versions and provides them on request.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed from this Agreement. All remaining provisions continue in full force and effect.

No waiver

A party's failure to enforce any provision of this Agreement on any occasion does not constitute a waiver of that party's right to enforce that provision in the future. No waiver is effective unless confirmed by Written Notice from an authorized representative of the waiving party.

Assignment

The Client may not assign this Agreement or any rights or obligations under it without FLOWSTATE's prior written consent. FLOWSTATE may assign this Agreement to an affiliate, or to any entity that acquires all or substantially all of FLOWSTATE's business or assets, provided that the assignee assumes all obligations under this Agreement. FLOWSTATE will notify the Client of the assignment. Any purported assignment in violation of this provision is void.

Force majeure

Neither party is liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, changes in law or regulatory action, war, cyberattacks, telecommunications failures, carrier actions, or third-party platform outages. This does not excuse the payment of amounts due. The affected party must notify the other party promptly via Written Notice and work to restore performance as soon as reasonably practicable. If a force majeure event prevents performance for more than 30 consecutive days, either party may terminate this Agreement without penalty upon Written Notice.

Independent contractors

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, joint employer relationship, or joint enterprise between them. FLOWSTATE acts on the Client's behalf only for the limited purpose described in Section 3. No action taken by FLOWSTATE in operating the Revenue Engine creates authority to bind the Client in any transaction or relationship beyond the delivery of the contracted services.

No third-party beneficiaries

This Agreement is for the benefit of FLOWSTATE and the Client only. No Lead, Customer, Referred Person, Consultant, or other third party has any right under it.

Language

This Agreement is written in English. In the event of any conflict between an English version and any translation, the English version governs.

Contact

All Written Notices and legal correspondence under this Agreement must be directed to FLOWSTATE at [email protected]. General questions about the Revenue Engine may be directed to the contact details on FlowstateRevenue.com/contact.