Website Terms of Use
Version 1.0
Last revised on: October 20th, 2022
The website located at www.techflowventures.com (the “Site”) is a copyrighted work belonging to Tech & Flow,
Inc.
(“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines,
terms, or
rules, which will be posted on the Site in connection with such features. All such additional terms,
guidelines, and
rules are incorporated by reference into these Terms.
THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE
OF THE
SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY
THAT YOU
REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO
THESE TERMS
(ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE
TERMS IF
YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT
ACCESS
AND/OR USE THE SITE.
PLEASE BE AWARE THAT SECTION 8.2 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE
HAVE
AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED
PRIOR TO
THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT
WHICH
WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.
UNLESS
YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND
SEEK
RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE
ACTION
OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF
LAW AND
TO HAVE A JURY TRIAL.
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Accounts
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Account Creation. In order to use certain features of the Site, you must register for an
account
(“Account”) and
provide certain information about yourself as prompted by the account registration form. You
represent and warrant
that: (a) all required registration information you submit is truthful and accurate; (b) you
will maintain the
accuracy of such information. You may delete your Account at any time, for any reason, by
following the instructions
on the Site. Company may suspend or terminate your Account in accordance with Section 7.
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Account Responsibilities.
You are responsible for maintaining the confidentiality of your
Account login information
and are fully responsible for all activities that occur under your Account. You agree to
immediately notify Company
of any unauthorized use, or suspected unauthorized use of your Account or any other breach of
security. Company
cannot and will not be liable for any loss or damage arising from your failure to comply with
the above
requirements.
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Access to the Site
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License. Subject to these Terms, Company grants you a non-transferable, non-exclusive,
revocable, limited license to
use and access the Site solely for your own personal, noncommercial use.
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Certain Restrictions. The rights granted to you in these Terms are subject to the
following
restrictions: (a)
you
shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the
Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not
modify, make
derivative
works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall
not access the
Site
in order to build a similar or competitive website, product, or service; and (d) except as
expressly stated
herein,
no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed,
posted or
transmitted in any form or by any means. Unless otherwise indicated, any future release, update,
or other
addition
to functionality of the Site shall be subject to these Terms. All copyright and other
proprietary notices on the
Site (or on any content displayed on the Site) must be retained on all copies thereof.
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Modification. Company reserves the right, at any time, to modify, suspend, or discontinue
the
Site (in whole or in part) with or without notice to you. You agree that Company will not be
liable to you or to any third party for any modification, suspension, or discontinuation of the
Site or any part thereof.
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No Support or Maintenance. You acknowledge and agree that Company will have no obligation
to
provide you with any support or maintenance in connection with the Site.
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Ownership. You acknowledge that all the intellectual property rights, including
copyrights,
patents, trade marks, and trade secrets, in the Site and its content are owned by Company or
Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any
third party any rights, title or interest in or to such intellectual property rights, except for
the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve
all rights not granted in these Terms. There are no implied licenses granted under these Terms.
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Feedback. If you provide Company with any feedback or suggestions regarding the Site
(“Feedback”), you hereby assign to Company all rights in such Feedback and agree that
Company
shall have the right to use and fully exploit such Feedback and related information in any
manner it deems appropriate. Company will treat any Feedback you provide to Company as
non-confidential and non-proprietary. You agree that you will not submit to Company any
information or ideas that you consider to be confidential or proprietary.
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Indemnification. You agree to indemnify and hold Company (and its officers, employees, and
agents)
harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to
or arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of
applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us, and you agree to cooperate
with our defense of these claims. You agree not to settle any matter without the prior written consent
of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding
upon becoming aware of it.
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Third-Party Links & Ads; Other Users
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Third-Party Links & Ads. The Site may contain links to third-party websites and services,
and/or
display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such
Third-Party Links & Ads are not under the control of Company, and Company is not responsible for
any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a
convenience to you, and does not review, approve, monitor, endorse, warrant, or make any
representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at
your own risk, and should apply a suitable level of caution and discretion in doing so. When you
click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies
apply, including the third party’s privacy and data gathering practices. You should make
whatever investigation you feel necessary or appropriate before proceeding with any transaction
in connection with such Third-Party Links & Ads.
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Other Users. Your interactions with other Site users are solely between you and such
users. You
agree that Company will not be responsible for any loss or damage incurred as the result of any
such interactions. If there is a dispute between you and any Site user, we are under no
obligation to become involved.
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Release. You hereby release and forever discharge the Company (and our officers,
employees,
agents, successors, and assigns) from, and hereby waive and relinquish, each and every past,
present and future dispute, claim, controversy, demand, right, obligation, liability, action and
cause of action of every kind and nature (including personal injuries, death, and property
damage), that has arisen or arises directly or indirectly out of, or that relates directly or
indirectly to, the Site (including any interactions with, or act or omission of, other Site
users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE
CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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Disclaimers
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS)
EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO
WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE,
COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL
SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS,
OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR
RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN
DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER
SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF
FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU
AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
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Term and Termination.
Subject to this Section, these Terms will remain in full force and effect
while you use the Site. We may suspend or terminate your rights to use the Site (including your
Account)
at any time for any reason at our sole discretion, including for any use of the Site in violation of
these Terms. Upon termination of your rights under these Terms, your Account and right to access and
use
the Site will terminate immediately. Company will not have any liability whatsoever to you for any
termination of your rights under these Terms, including for termination of your Account. Even after
your
rights under these Terms are terminated, the following provisions of these Terms will remain in
effect:
Sections 2.2 through 2.6 and Sections 3 through 8.
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General
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Changes. These Terms are subject to occasional revision, and if we make any substantial
changes, we may notify you by sending you an e-mail to the last e-mail address you provided to
us (if any), and/or by prominently posting notice of the changes on our Site. You are
responsible for providing us with your most current e-mail address. In the event that the last
e-mail address that you have provided us is not valid, or for any reason is not capable of
delivering to you the notice described above, our dispatch of the e-mail containing such notice
will nonetheless constitute effective notice of the changes described in the notice. Continued
use of our Site following notice of such changes shall indicate your acknowledgement of such
changes and agreement to be bound by the terms and conditions of such changes.
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Dispute Resolution.
Please read this Section 8.2 (sometimes referred to herein as this
“Arbitration Agreement”) carefully. It is part of your contract with Company and affects
your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION
WAIVER.
- a. Applicability of Arbitration Agreement. All claims and disputes (excluding
claims
for
injunctive or other equitable relief as set forth below) in connection with these
Terms
or
the use of any product or service provided by the Company that cannot be resolved
informally
or in small claims court shall be resolved by binding arbitration on an individual
basis
under the terms of this Arbitration Agreement. Unless otherwise agreed to, all
arbitration
proceedings shall be held in English. This Arbitration Agreement applies to you and
the
Company, and to any subsidiaries, affiliates, agents, employees, predecessors in
interest,
successors, and assigns, as well as all authorized or unauthorized users or
beneficiaries of
services or goods provided under these Terms.
- b. Applicability of Arbitration Agreement. All claims and disputes (excluding
claims
for
injunctive or other equitable relief as set forth below) in connection with these Terms
or
the use of any product or service provided by the Company that cannot be resolved
informally
or in small claims court shall be resolved by binding arbitration on an individual basis
under the terms of this Arbitration Agreement. Unless otherwise agreed to, all
arbitration
proceedings shall be held in English. This Arbitration Agreement applies to you and the
Company, and to any subsidiaries, affiliates, agents, employees, predecessors in
interest,
successors, and assigns, as well as all authorized or unauthorized users or
beneficiaries of
services or goods provided under these Terms.
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c. Notice Requirement and Informal Dispute Resolution. Before either party may
seek
arbitration, the party must first send to the other party a written Notice of Dispute
(“Notice”) describing the nature and basis of the claim or dispute, and the requested
relief. A Notice to the Company should be sent to: 200 Central Ave, 4th Floor, St.
Petersburg, Florida 33701. After the Notice is received, you and the Company may attempt
to resolve the claim or dispute informally. If you and the Company do not resolve the
claim or dispute within thirty (30) days after the Notice is received, either party may
begin an arbitration proceeding. The amount of any settlement offer made by any party
may not be disclosed to the arbitrator until after the arbitrator has determined the
amount of the award, if any, to which either party is entitled.
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d. Arbitration Rules. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an
established alternative dispute resolution provider. Disputes involving claims,
counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees
and interest, shall be subject to JAMS’s most current version of the Streamlined
Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration;
all other disputes shall be
subject to JAMS’s most current version of the Comprehensive Arbitration Rules and
Procedures, available at http://www.jamsadr.com/rules-streamlined-arbitration. JAMS’s
rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS
is not available to arbitrate, the parties will select an alternative arbitral forum.
Each party shall bear its own costs (including attorney’s fees) and disbursements
arising out of the arbitration and shall pay an equal share of the fees and costs of the
ADR Provider.
You may choose to have the arbitration conducted by telephone, based on written
submissions, or in person in the country where you live or at another mutually
agreed location. Any judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction.
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e. Authority of Arbitrator. The arbitrator shall have exclusive authority to (i)
determine
the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute
related to the interpretation, applicability, enforceability or formation of this
Arbitration Agreement including, but not limited to, any assertion that all or any part
of this Arbitration Agreement is void or voidable. The arbitration will decide the
rights and liabilities, if any, of you and Company. The arbitration proceeding will not
be consolidated with any other matters or joined with any other cases or parties. The
arbitrator shall have the authority to grant motions dispositive of all or part of any
claim. The arbitrator shall have the authority to award monetary damages and to grant
any non-monetary remedy or relief available to an individual under applicable law, the
arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The
arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the
calculation of any damages awarded. The arbitrator has the same authority to award
relief on an individual basis that a judge in a court of law would have. The award of
the arbitrator is final and binding upon you and us.
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f. Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and
Company are instead electing that all disputes, claims, or requests for relief shall be
resolved by arbitration under this Arbitration Agreement, except as specified in Section
8.2(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an
individual basis the same damages and relief as a court and must follow these Terms as a
court would. However, there is no judge or jury in arbitration, and court review of an
arbitration award is subject to very limited review.
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g. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND
REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON
AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS
AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR
CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating
that applicable law precludes enforcement of any of this section’s limitations as to a
given dispute, claim, or request for relief, then such aspect must be severed from the
arbitration and brought into the State or Federal Courts located in the State of
Florida. All other disputes, claims, or requests for relief shall be arbitrated
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h. 30-Day Right to Opt Out. You have the right to opt out of the provisions of
this
Arbitration Agreement by sending written notice of your decision to opt out to:
admin@techflowventures.com, within thirty (30) days after first becoming subject to this
Arbitration Agreement. Your notice must include your name and address, your Company
username (if any), the email address you used to set up your Company account (if you
have one), and an unequivocal statement that you want to opt out of this Arbitration
Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms
will continue to apply to you. Opting out of this Arbitration Agreement has no effect on
any other arbitration agreements that you may currently have, or may enter in the
future, with us.
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i. Severability. Except as provided in Section 8.2(f) (Waiver of Class or Other
Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found
under the law to be invalid or unenforceable, then such specific part or parts shall be
of no force and effect and shall be severed and the remainder of the Arbitration
Agreement shall continue in full force and effect.
- j. Survival of Agreement. This Arbitration Agreement will survive the termination
of
your relationship with Company.
- k. Modification. Notwithstanding any provision in these Terms to the contrary, we
agree that if Company makes any future material change to this Arbitration Agreement,
you may reject that change within thirty (30) days of such change becoming effective by
writing Company at the following address: admin@techflowventures.com.
- Export. The Site may be subject to U.S. export control laws and may be subject to
export or import regulations in other countries. You agree not to export, reexport, or
transfer, directly or indirectly, any U.S. technical data acquired from Company, or any
products utilizing such data, in violation of the United States export laws or
regulations.
- Disclosures. Company is located at the address in Section 8.8. If you are a
California resident, you may report complaints to the Complaint Assistance Unit of the
Division of Consumer Product of the California Department of Consumer Affairs by
contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at
(800) 952-5210.
- Electronic Communications. The communications between you and Company use
electronic means, whether you use the Site or send us emails, or whether Company posts
notices on the Site or communicates with you via email. For contractual purposes, you
(a) consent to receive communications from Company in an electronic form; and (b) agree
that all terms and conditions, agreements, notices, disclosures, and other
communications that Company provides to you electronically satisfy any legal requirement
that such communications would satisfy if it were be in a hardcopy writing. The
foregoing does not affect your non-waivable rights.
- Entire Terms. These Terms constitute the entire agreement between you and us
regarding the use of the Site. Our failure to exercise or enforce any right or provision
of these Terms shall not operate as a waiver of such right or provision. The section
titles in these Terms are for convenience only and have no legal or contractual effect.
The word “including” means “including without limitation”. If any provision of these
Terms is, for any reason, held to be invalid or unenforceable, the other provisions of
these Terms will be unimpaired and the invalid or unenforceable provision will be deemed
modified so that it is valid and enforceable to the maximum extent permitted by law.
Your relationship to Company is that of an independent contractor, and neither party is
an agent or partner of the other. These Terms, and your rights and obligations herein,
may not be assigned, subcontracted, delegated, or otherwise transferred by you without
Company’s prior written consent, and any attempted assignment, subcontract, delegation,
or transfer in violation of the foregoing will be null and void. Company may freely
assign these Terms. The terms and conditions set forth in these Terms shall be binding
upon assignees.
- Copyright/Trademark Information. Copyright © 2022 Tech & Flow, Inc. All rights
reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are
our property or the property of other third parties. You are not permitted to use these
Marks without our prior written consent or the consent of such third party which may own
the Marks.
- Contact Information:
Xaviar Gray
Address:
260 1st Ave S. Suite #200, Box #14
St. Petersburg, Florida 33701
Telephone: 727-488-3629v
Email: xaviar@techflowventures.com