Agreement and services
This agreement establishes the general terms under which FlowState Consulting LLC provides assessments, reports, consulting, implementation support, workshops, or related services. Each purchase is described in an Order Form or Statement of Work. The agreement and signed Order form one contract.
FlowState will provide the identified services using reasonable professional care. Unless the Order expressly includes implementation, FlowState provides evidence-based findings, hypotheses, decision support, and recommendations—not operational execution or management.
Customer responsibilities
- Provide information that is complete and accurate to the best of the customer's knowledge.
- Obtain authority and required notices or permissions before providing company, employee, applicant, customer, or third-party information.
- Use qualified human judgment when interpreting and implementing findings.
- Protect credentials, confidential reports, and authorized copies.
- Do not submit passwords, payment-card numbers, government identifiers, medical records, or unrelated sensitive information unless a secure method is expressly authorized.
No guaranteed outcome and appropriate use
FlowState does not guarantee revenue, profit, savings, growth, retention, hiring success, productivity, compatibility, compliance, financing, or another particular outcome. Results depend on information quality, organizational conditions, leadership decisions, resources, implementation, participation, market conditions, and later events.
Reports are decision-support materials—not legal, accounting, tax, medical, mental-health, investment, engineering, or safety advice. FlowState does not diagnose individuals or businesses. Outputs may not be the sole basis for a consequential employment or other high-impact decision.
Fees, delivery, changes, and cancellation
Fees, payment milestones, credits, deposits, and recurring charges appear in the Order. Unless the Order states otherwise, one-time services are paid before work begins. Approved commercial license accounts use separately stated Net 30 terms.
Delivery occurs when the deliverable is made available through the customer workspace, secure download, or confirmed email. The customer has ten business days to identify a material failure to match the written Order. FlowState will correct a verified nonconformity within a commercially reasonable period.
The customer may cancel future unperformed services in writing but remains responsible for completed work, approved noncancelable commitments, and reserved capacity identified as nonrefundable. Prepaid amounts clearly attributable to cancellable unperformed services will be returned less those amounts.
Confidentiality and ownership
Each party will protect the other's nonpublic confidential information with reasonable care and use it only for the engagement. Ordinary confidentiality continues for five years; qualifying trade secrets remain protected while they legally remain trade secrets.
FlowState retains its preexisting and platform intellectual property. After full payment, the customer receives a nonexclusive, nontransferable internal-use license to final customer-specific deliverables for the purpose stated in the Order. The customer retains its preexisting data, marks, and materials.
Prohibited conduct and remedies
The customer may not extract nonpublic questions, scenarios, mappings, formulas, weights, thresholds, prompts, registries, source code, architecture, or report logic; bypass controls; competitively reconstruct the system; train an unauthorized model or third party on protected material; resell, sublicense, publish, or deceptively alter protected deliverables.
Unauthorized access, copying, disclosure, competitive use, or circumvention may justify suspension, evidence preservation, return or verified deletion, injunction, actual damages, attributable profits, statutory remedies where available, and fees or costs where contract or law allows. These are lawful remedies, not automatic penalties chosen by FlowState.
Security, warranties, and liability
Each party will use reasonable safeguards. No system is risk-free. FlowState warrants authority to contract and reasonable professional care. Other implied warranties are disclaimed to the maximum extent permitted by law.
Except for payment obligations and excluded matters, each party's aggregate liability arising from an Order is limited to fees paid or payable under that Order during the twelve months before the claim. The limitation does not apply to fraud, willful misconduct, nonlimit-able liability, unauthorized use or disclosure of the other's intellectual property or confidential information, or agreed indemnities.
Disputes and general terms
Authorized representatives will first attempt good-faith resolution. Either party may request confidential Colorado mediation after thirty days, without preventing urgent equitable relief. Colorado law governs and Colorado courts have jurisdiction except where law requires otherwise.
Independent-contractor status, notices, assignment, force majeure, severability, written waiver, documented amendments, electronic signatures, survival, and the signed Order's priority apply as stated in the accepted full agreement.