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.
"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 residential solar installation company that activates the Revenue Engine and whose authorized representative accepts this Agreement.
"Revenue Engine"	The automated system operated by FLOWSTATE on behalf of the Client, consisting of up to five components: Appointment Setter, Proposal Follow-Up, Lead Reactivation, Reviews, and Referrals.
"Component"	Any individual module of the Revenue Engine that has been activated for the Client.
"SVS" or "Sit Appointment"	A System Verified Sit, as defined in Section 6 of this Agreement.
"System"	The technical infrastructure, workflows, automation logic, AI agents, and data used by FLOWSTATE to operate the Revenue Engine. The System is FLOWSTATE's proprietary infrastructure. Clients do not access it directly.
"Lead"	An individual who has submitted an inquiry, form, or opt-in through the Client's marketing channels, and whose contact data has been provided by the Client to FLOWSTATE for processing. A Lead may be recent or historical in origin.
"Customer"	An individual who has previously purchased a solar installation from the Client and whose contact data has been provided by the Client to FLOWSTATE for processing in connection with the Reviews, Referrals, or Lead Reactivation components.
"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, system-verified result that triggers a fee obligation under the pricing schedule in Section 5.
"Batch"	The grouping of Billable Outcomes used to track progress within a billing cycle. Stripe charges the payment method on file each time a Batch threshold of 10 Billable Outcomes is reached. Charges are summarized in a single monthly invoice.
"Solar Consultant"	A sales representative employed or contracted by the Client who conducts in-person or remote solar consultations with qualified prospects.
"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 due to the Client's failure to maintain System Requirements, as described in Section 8.
"Order Confirmation"	The written or electronic confirmation issued by FLOWSTATE following receipt of the Activation Deposit, specifying the Components activated and the applicable pricing.
"Effective Date"	The date on which the Activation Deposit is received 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.

2. Parties and Agreement

This Agreement is entered into between FLOWSTATE LLC and the Client. By submitting the Activation Deposit, clicking to accept these Terms during the checkout process, or by instructing FLOWSTATE to proceed with activation, the Client's authorized representative confirms that they have the authority to bind the Client and that the Client agrees to these Terms in full.

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 the subject matter hereof. The only binding terms are those set out in this Agreement and the Order Confirmation.

3. Services and Scope

FLOWSTATE operates the Revenue Engine on behalf of the Client. The Revenue Engine contacts Leads and Customers provided by the Client. Depending on the Components activated, it qualifies Leads, books Sit Appointments into Solar Consultants' calendars, follows up on sent proposals, reactivates dormant Leads, contacts Customers and Leads to request published reviews, and contacts Customers and Leads to generate referral introductions. Core outreach and follow-up operations are automated, but the Client remains responsible for maintaining System Requirements and all compliance inputs as described in this Agreement.

FLOWSTATE provides the Revenue Engine as a managed service. The Client does not access the System directly. Solar Consultants receive appointments and notifications through the tools they already use. No login to FLOWSTATE's infrastructure is required or provided.

What FLOWSTATE does not do

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

FLOWSTATE does not act as the Client's employer, agent, or legal representative. FLOWSTATE operates as an independent contractor providing a technology-enabled managed service.

Platform dependency

FLOWSTATE operates the Revenue Engine through a combination of third-party platforms, including but not limited to its CRM and automation infrastructure, Stripe, AI language model providers, telecommunications carriers, SMS gateways, email delivery services, and WhatsApp. 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-party platforms, regardless of the impact on service delivery. FLOWSTATE will make commercially reasonable efforts to mitigate the impact of third-party platform issues and to notify the Client where a material disruption occurs.

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 will be communicated to active Clients with at least 30 days' Written Notice.

4. Client Obligations and System Requirements

The Revenue Engine performs optimally 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 System. For this purpose, a "new Lead" is defined as 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 Lead Reactivation, Reviews, and Referrals 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, 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.

Calendar capacity

The Client must ensure that Solar Consultants' calendars connected to the System 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 SVS delivered in the preceding 14 days, with a floor of 25 open slots available at all times. This requirement is designed to allow the System to book appointments freely in the near term while preserving capacity for new bookings. The System will throttle booking activity automatically if available slots fall below this threshold.

Qualification criteria

The Client must define and maintain qualification criteria during onboarding. Changes to qualification criteria must be submitted via Written Notice. FLOWSTATE will implement approved changes within a reasonable timeframe. Changes that materially reduce qualification rates do not entitle the Client to a retroactive adjustment of previously billed outcomes.

Message content and AI boundaries

Before activation, the Client must define and approve the content parameters within which FLOWSTATE will configure and operate the Revenue Engine. These parameters include the topics the System 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 and train the AI within those approved parameters. FLOWSTATE does not script live AI conversations word for word. Within an active conversation, the AI may communicate in natural language within the boundaries of its configuration. FLOWSTATE trains the AI to communicate conservatively and generically, and to avoid making specific pricing claims, campaign-specific representations, or product 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 claims that fall within the approved parameters, including representations about tax credits, utility bill savings, financing, government programs, rebates, net metering, and product performance. If the Client becomes aware that content communicated through the System 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, and for the quality of System outputs within those parameters. The Client is not required to actively monitor individual System communications. However, if the Client becomes aware through any external source — including feedback from a Lead, a Customer, or a Solar 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 constitutes a documented System error as defined in Section 7.

Opt-out reporting

Where a Lead or Customer communicates an opt-out directly to the Client or to a Solar Consultant through any channel outside the System, the Client must report that opt-out to FLOWSTATE via Written Notice within 24 hours so it can be applied in the System 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 8. 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, qualification criteria, and business details. FLOWSTATE relies on this information to operate the System 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 8, FLOWSTATE charges only for Billable Outcomes that the System has verified and delivered. There is no monthly subscription fee and no setup fee beyond the Activation Deposit.

Pricing schedule

Component	Price	Billable Outcome	Batch size
Appointment Setter	$59	One System Verified Sit (SVS). See Section 6 for the full definition.	10 SVS
Proposal Follow-Up	$10	Proposal sent and logged by the System; the System followed up; the Lead responded with a clear yes or no logged by the System. No clear yes or no means no charge.	10 outcomes
Lead Reactivation	$79	A dormant Lead or Customer re-enters the active pipeline and is logged as reactivated by the System.	10 outcomes
Reviews	$15	A review is published on Google or Trustpilot and verified by the System.	10 reviews
Referrals	$79	A referred Lead enters the System via a unique referral link and is logged as a new referral Lead.	10 referral leads

Activation Deposit

Activation of the Appointment Setter requires an Activation Deposit of $1,180. This deposit covers the first 20 SVS delivered. Once 20 SVS have been delivered, standard per-outcome billing begins. The Activation Deposit is not a subscription and is not recurring. See Section 9 for the refund conditions applicable to the Activation Deposit.

Billing mechanism

Payment is processed automatically via Stripe. Each time a Batch threshold of 10 Billable Outcomes is reached, Stripe charges the payment method on file and generates a receipt for that transaction. These charges occur throughout the month as Batches are completed. At the end of each calendar month, FLOWSTATE issues a single consolidated invoice that reflects all Batch charges made during that month. This invoice is a summary document. It does not trigger an additional charge. The Client receives one invoice per month, regardless of how many Batch charges occurred during that period. If the Agreement terminates before the end of a calendar month, a final invoice is issued covering all Batch charges processed up to the termination date, plus any outstanding Billable Outcomes that had not yet reached a full Batch threshold, which will be charged at that point.

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.

Billing is retrospective

All outcome-based fees are charged after the Billable Outcome has been delivered and verified by the System. 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 SVS as described above.

Referral reward

The $500 referral reward paid to Customers or Leads who refer new prospects is the sole responsibility of the Client. FLOWSTATE facilitates the referral mechanism but does not administer, guarantee, or fund client referral rewards. The Client is responsible for paying referral rewards directly to the referring party in accordance with whatever terms the Client has communicated to them.

Disputes

The Client must raise any billing dispute within 14 days of the invoice date by sending Written Notice to [email protected]. Disputes raised after 14 days are not eligible for adjustment. The notice must include the invoice number, the outcome in question, and the basis for the dispute. FLOWSTATE will review disputed outcomes against System data and provide a written response within 10 business days. System data is the sole source of truth for billing purposes. See Section 6 and Section 7.

6. System Verified Sits: Definition and Finality

A System Verified Sit (SVS) is a Billable Outcome under the Appointment Setter component. The definition below is exhaustive. An appointment qualifies as an SVS when all of the following conditions are met simultaneously.

SVS determination is final

SVS classification is determined automatically by the System based on objective data signals. It does not require manual confirmation by the Client, a Solar Consultant, or any other party. Once the System logs an SVS, that determination is final for billing purposes.

Manual assertions by the Client or Solar Consultant — including claims that a Lead did not attend, that an appointment was unproductive, or that an outcome was not as expected — do not affect SVS classification and do not constitute grounds for a billing adjustment, except where the Client can demonstrate a documented System error. See Section 7 for the process.

No-shows and cancellations

An appointment that meets all five conditions above is a billable SVS regardless of whether the Client characterizes it as a "no-show." If the Lead responds to any post-appointment communication or engages with any follow-up sent after the scheduled time, Condition 5 is satisfied.

SVS exclusion

An appointment will not be classified as a billable SVS if System data confirms that the Lead expressly communicated before the scheduled appointment time that they would not attend, that they requested cancellation through any System channel, or that the appointment was created due to duplicate or incorrect contact data entered into the System. In those cases, the appointment is excluded from billing regardless of whether Condition 5 is otherwise met. The Client may raise such a case through the billing dispute process in Section 5 within 14 days of the invoice date.

7. System Integrity and Anti-Gaming

The System is the single source of truth for all billing events. The integrity of this record is protected by design. The rules in this Section exist to ensure that billing reflects actual System activity and cannot be manipulated by either party.

Changes outside the System have no billing effect

Appointments that are rescheduled or cancelled outside of the System's designated links and mechanisms — including changes made directly in Google Calendar or any third-party calendar application — do not affect the billing status of the original appointment. The original appointment remains valid for billing purposes.

Only actions taken through the System's designated links and workflows are recognized. This includes appointment cancellations, reschedule requests, opt-out submissions, and status updates. The Client acknowledges that this rule is necessary to prevent circumvention of the billing model and agrees to it as a condition of using the Revenue Engine.

Calendar synchronization

The Revenue Engine maintains a two-way synchronization between the System and connected Google Calendars for the purpose of displaying appointments. This synchronization is for display purposes only. It does not grant Google Calendar changes any authority over billing status. Updates made to appointment status via Google Calendar are not recognized by the System for billing determination purposes.

Disputing a billing event

If the Client believes a specific billing event reflects a System error, the Client may raise a dispute as described in Section 5. A System error is defined as a case where the System logged an outcome that objectively did not meet the conditions defined in Section 6, based on verifiable System data. Subjective dissatisfaction with an outcome is not a System error and is not a valid basis for dispute.

FLOWSTATE will review all documented System error claims in good faith. Where a genuine System error is confirmed, FLOWSTATE will issue a credit against the next monthly invoice.

8. 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 automatically 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 automatically 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.

9. Deposit, Refund, and Cancellation Policy

Activation Deposit

The Activation Deposit of $1,180 is held by FLOWSTATE until the first SVS is delivered. If FLOWSTATE fails to deliver any SVS before the Client requests cancellation, the full Activation Deposit is refunded within 5 business days.

Once the first SVS has been delivered, the Activation Deposit is non-refundable in full. If a documented FLOWSTATE System error occurs after partial delivery of SVS from the initial 20, the refund is calculated as the deposit minus the value of SVS already delivered at $59 per SVS.

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 any outcome-based charges beyond the Activation Deposit terms described above.

Cancellation

Either party may cancel this Agreement at any time by providing Written Notice to the other party. Cancellation by the Client takes effect at the end of the notice period described in Section 21. 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 Billable Outcomes at the time of cancellation.

10. Client Consent Representations and TCPA Warranty

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

Client representations

By submitting Leads or Customers to the System, 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 with whom the Client has an established business relationship and a legally valid basis for the intended outreach channels and message types.
2. The individual has provided prior express written consent, as defined under the Telephone Consumer Protection Act (47 U.S.C. § 227) and applicable FCC regulations, to receive automated or AI-generated calls, texts, pre-recorded messages, and messages sent via automated messaging systems, from or on behalf of the Client. An existing business relationship alone is not sufficient basis for automated outreach, AI voice calls, or SMS to mobile numbers, unless legally valid consent for those communication types has been separately obtained.
3. The consent language used at the time of collection must explicitly name the communication types that FLOWSTATE will use. A single consent disclosure that names automated calls, AI-generated voice messages, and SMS text messages is sufficient to cover those channels without requiring a separate consent per channel, provided the disclosure language is clear and unambiguous. Email communications are governed by the CAN-SPAM Act and do not require prior express written consent, but must include a functional opt-out mechanism. WhatsApp communications require that the individual has opted into WhatsApp-based business messaging from the Client.
4. 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 Lead or Customer, 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 to the individual at the time of submission, and the seller name as presented.
5. 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, call time restrictions, call recording consent requirements, and applicable state privacy laws.
6. The individual has not submitted a Do Not Call request, opt-out, or revocation of consent through any channel that the Client is aware of prior to submission.

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 System. At minimum, the consent language must disclose that the individual consents to receive calls, texts, emails, WhatsApp messages, and automated or AI-generated voice messages from or on behalf of the Client regarding solar products and services, at the number and email address provided, including through automated technology. The language must also state that consent is not required to purchase and must provide an opt-out mechanism. 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 ensuring that its consent language is legally sufficient.

Suppression and Do Not Call obligations

Before submitting any Lead or Customer batch to the System, the Client must provide FLOWSTATE with its complete internal Do Not Call list and all known opt-outs, revocations, and suppression records applicable to that batch. FLOWSTATE will apply these suppressions before initiating any outreach. The Client may not re-submit a Lead or Customer who has previously opted out or requested removal, under any batch name or in any reformatted dataset, for the purpose of circumventing suppression. FLOWSTATE maintains a running suppression list across all campaigns for each Client account. Individuals added to that list are permanently excluded from further outreach unless the Client provides documented proof of a new, valid consent record obtained after the original opt-out.

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 18.

Lead reactivation and historical records

For Lead Reactivation campaigns involving Leads or Customers collected more than 90 days prior to submission, the Client additionally represents that the original consent remains valid, has not expired under applicable law, and is applicable to the outreach channels that will be used. FLOWSTATE may request written confirmation of this representation before initiating a reactivation campaign on a specific Lead or Customer batch.

Where the Client cannot confirm that a valid consent record exists for automated voice or SMS outreach to a historical Lead or Customer, FLOWSTATE may initiate first contact via email only, in compliance with the CAN-SPAM Act. Email does not require prior express written consent for commercial messages, provided a clear opt-out mechanism is included and the sender is accurately identified. If a historical Lead or Customer responds affirmatively to an email and provides consent for further contact via automated channels, that consent constitutes a new, valid record and the Lead or Customer may be introduced to the full Appointment Setter or reactivation workflow. The Client remains responsible for ensuring that the email content itself complies with all applicable law.

Right to reject

FLOWSTATE reserves the right to reject any Lead or Customer submission, 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 18.

11. Acceptable Use and Prohibited Data

The Client may only submit Lead and Customer data to the System 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 for automated outreach to the specific channels FLOWSTATE will use 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 FLOWSTATE will use.
• Data from lead sharing agreements where the original consent record cannot be produced.
• 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.

Submission of prohibited data constitutes a material breach of this Agreement and triggers the indemnification obligations in Section 18 in full.

12. Data Processing and Privacy

FLOWSTATE's handling of personal data is governed by the FLOWSTATE Privacy Policy, available at FlowstateRevenue.com/privacy. The Privacy Policy is incorporated into this Agreement by reference.

Roles

In operating the Revenue Engine, FLOWSTATE acts as a service provider and data processor on behalf of the Client. The Client is the data controller for all Lead and Customer data submitted to the System. FLOWSTATE processes that data solely to deliver the contracted services and does not use it for FLOWSTATE's own commercial purposes, including advertising, profiling, or cross-client data sharing.

Client obligations

The Client is responsible for all obligations that apply to it as a data controller. This includes providing required disclosures to Leads and Customers, maintaining consent records, and honoring opt-out and deletion requests received through the Client's own channels outside the System.

Subprocessors

FLOWSTATE uses third-party service providers to operate the Revenue Engine. These include providers of CRM and workflow automation infrastructure, payment processing, communications delivery (SMS, email, voice, and WhatsApp), AI language model processing, and system integration. FLOWSTATE does not disclose specific vendor names in this Agreement. FLOWSTATE may update its subprocessors at any time, provided that any new subprocessor is bound by data handling obligations consistent with this Agreement.

Security

FLOWSTATE implements appropriate technical and organizational measures to protect Lead and Customer data against unauthorized access, loss, or disclosure. All subprocessors are contractually required to maintain equivalent standards.

Breach notification

If FLOWSTATE becomes aware of a confirmed data breach affecting Lead or Customer data processed under this Agreement, FLOWSTATE will notify the Client without unreasonable delay and no later than 72 hours after becoming aware of the breach. The notification will describe the nature of the breach, the categories of data affected, the approximate number of individuals involved where known, and the steps FLOWSTATE is taking to contain and remediate it. The Client is responsible for determining whether and how to notify affected individuals and regulators under applicable law.

Data return and deletion

Upon termination of this Agreement, FLOWSTATE will delete all Lead and Customer data from its active systems within 90 days, unless applicable law requires a longer retention period for specific records such as opt-out logs and consent documentation. FLOWSTATE does not return raw Lead and Customer data to the Client upon termination. If the Client requires a structured data export before termination, the Client must request it in writing at least 30 days before the termination date. FLOWSTATE will make commercially reasonable efforts to fulfill the request within that timeframe.

13. Intellectual Property

All intellectual property in the Revenue Engine, including the System architecture, workflows, automation logic, AI models, conversation scripts, 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 Client grants FLOWSTATE a limited, non-exclusive, royalty-free license to use 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.

Data generated by the System in connection with a specific Client's campaign, including Lead and Customer interaction logs, appointment records, and outcome data, is made available to that Client through agreed reporting mechanisms. FLOWSTATE may use anonymized and aggregated data across its client base for internal product improvement and benchmarking purposes. No individual Client's data is shared with other Clients in identifiable form.

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 the System's behavior or output.

14. Confidentiality

Each party may receive confidential information from the other in the course of this Agreement. Confidential information includes pricing terms, system architecture details, 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.

15. Disclaimers and No-Guarantee

FLOWSTATE operates the Revenue Engine to the best of its ability using industry-standard technology and practices. However, 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, follow-ups, reviews, and referrals more efficiently than manual processes. The Referrals component generates referral Leads from the Client's existing Customer and Lead base. The Reviews component generates published reviews that may contribute to the Client's online visibility and inbound inquiries over time. These are dependent outcomes that reflect the quality and volume of data provided and cannot be guaranteed in advance.

The revenue calculator available on FlowstateRevenue.com produces illustrative estimates based on input values and industry averages. 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.

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

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.

16. 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, 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, or to indemnification obligations under Section 18 arising from third-party claims by Leads, Customers, or consumers under the TCPA or related consumer protection laws.

17. 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 has had the opportunity to review and negotiate these Terms and accepts this cap as a condition of access to the Revenue Engine at the pricing offered. Both parties acknowledge that they are sophisticated commercial entities and that the liability cap reflects the reasonable allocation of risk appropriate to the economic structure of the engagement.

Exceptions

The liability cap does not apply to: (a) damages arising from FLOWSTATE's fraud or willful misconduct; (b) FLOWSTATE's gross negligence; (c) FLOWSTATE's indemnification obligations under Section 18 to the extent those obligations arise from FLOWSTATE's own operational errors rather than the Client's consent failures.

18. Indemnification

Client indemnification of FLOWSTATE

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

• The Client's failure to obtain legally sufficient prior express written consent from a Lead or Customer before submitting that individual to the System, including any claim under the TCPA, CAN-SPAM Act, FTC Telemarketing Sales Rule, or any applicable federal, state, or local law.
• The Client's breach of any representation or warranty in Section 10 of this Agreement.
• The Client's submission of prohibited data in violation of Section 11.
• The Client's violation of any applicable law in connection with its own marketing, lead generation, or sales activities.
• Any claim by a Lead, Customer, regulator, attorney general, class counsel, telecommunications carrier, or platform provider arising from the content, legality, or targeting of outreach conducted on the Client's behalf.
• Any unsubstantiated, misleading, or non-compliant claim communicated through the System, including representations about tax credits, savings, financing, government programs, rebates, or product performance.
• The Client's failure to promptly report an opt-out received through the Client's direct channels.
• The Client's breach of any other provision of this Agreement.

The Client's indemnification obligations under this Section are not subject to the liability cap in Section 17. They are uncapped and survive termination of this Agreement.

The Client exercises control over the inputs to the Revenue Engine: the Lead and Customer data submitted, the qualification criteria defined, and the content parameters approved before activation. FLOWSTATE exercises operational control over the execution of communications within those approved parameters, including timing, channel sequencing, and AI-generated conversation. Nothing in this Agreement shall be construed to make FLOWSTATE vicariously liable 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 approved content parameters.

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 reserves the right to select its own legal counsel and to have its reasonable defense costs reimbursed by the Client within 30 days of invoice, where those costs arise from the Client's consent failures or breach of this Agreement. No settlement of any such claim that imposes obligations on FLOWSTATE 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 arising directly from FLOWSTATE's own operational errors in operating the Revenue Engine, including claims that FLOWSTATE contacted a Lead or Customer through a channel or in a manner not authorized by the Client, where such error is attributable solely to FLOWSTATE's System and not to any information or instruction provided by the Client.

Procedure

The party seeking indemnification must promptly send Written Notice to the indemnifying party of any claim for which indemnification is sought. 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 of the claim and will not settle any claim without the indemnifying party's prior written consent.

19. 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-out 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. Proceedings will be conducted in English. 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 16 and Section 17 of this Agreement.

Each party bears its own attorneys' fees and costs in arbitration except 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.

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. This procedure is designed to preserve 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.

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 signed this Agreement. FLOWSTATE's protection against consumer claims depends on the Client's compliance with Section 10, Section 11, and Section 18 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. Seeking equitable relief does not waive the right to arbitrate any underlying claim for damages.

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.

20. 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 19, 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.

21. Term and Termination

This Agreement begins on the Effective 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. A final invoice will be issued at the end of the notice period.

Termination by FLOWSTATE

FLOWSTATE may terminate this Agreement with 14 days' Written Notice for any reason. FLOWSTATE may terminate immediately, without 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 22; the Client becomes insolvent or enters bankruptcy or receivership proceedings; the Client's consent representations are found to be materially false; the Client submits prohibited data under Section 11; 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 Billable Outcomes at the time of termination remain due and payable. The following Sections survive termination: Section 5 (fees for outstanding outcomes), Section 10 (consent representations), Section 11 (acceptable use), Section 14 (confidentiality), Section 15 (disclaimers), Section 16 (exclusion of consequential damages), Section 17 (liability cap), Section 18 (indemnification), Section 19 (arbitration), and Section 20 (governing law).

22. 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 19), 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.

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.

23. General Provisions

Entire agreement

This Agreement, together with the Order Confirmation and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior proposals, representations, discussions, and agreements, whether oral or written.

Amendments

FLOWSTATE may update these Terms from time to time. When material changes are made, FLOWSTATE will notify active Clients by Written Notice at least 30 days before the changes take effect. Continued use of the Revenue Engine after the effective date of any update constitutes acceptance of the updated Terms. Non-material updates may be made without notice.

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 any entity that acquires all or substantially all of FLOWSTATE's business, provided that the acquiring entity assumes all obligations under this Agreement. 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, war, telecommunications failures, or third-party platform outages. 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, or agency relationship between them. Nothing in this Agreement shall be construed to create an apparent agency, implied agency, joint employer relationship, or joint enterprise between FLOWSTATE and the Client. FLOWSTATE does not act as the Client's agent for any purpose, and no action taken by FLOWSTATE in operating the Revenue Engine shall be construed as creating apparent authority to bind the Client in any transaction or relationship beyond the delivery of the contracted services.

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.