Governing Law & Disputes

11.1 Governing Law

These Terms, and your use of the FlowCMS platform and services, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. All disputes arising under or related to these Terms shall be subject to the mandatory binding arbitration provision set forth in Section 11.3, except as otherwise provided herein.

11.2 Dispute Resolution Process

Before initiating any formal dispute resolution proceedings, you and FlowCMS agree to attempt to resolve any claim, dispute, or controversy ("Dispute") through good faith negotiations. If a Dispute arises, the aggrieved party must first provide written notice of the Dispute to FlowCMS at legal@flowcms.io, detailing the nature of the claim and the desired resolution.

If the parties are unable to resolve the Dispute within sixty (60) days of such notice, either party may initiate the formal dispute resolution process outlined in Section 11.3.

11.3 Mandatory Binding Arbitration

Agreement to Arbitrate

Any Dispute that cannot be resolved through informal negotiations shall be resolved through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Supplemental Rules for Consumer-Related Disputes. The arbitration shall be conducted by a single neutral arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

Exceptions

This arbitration provision does not preclude you from bringing individual claims in small claims court, provided the claims fall within the monetary jurisdiction of such courts. Additionally, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened irreparable harm, such as threats to intellectual property rights or privacy.

Arbitration Costs

If the Dispute qualifies as a "Consumer-Related Dispute" under AAA rules, you may elect to have the arbitration conducted solely on the basis of documents submitted by the parties, through a telephone hearing, or through an in-person hearing at a mutually agreed location. FlowCMS will pay all arbitration fees in excess of those required for court litigation for claims under $75,000.

11.4 Class Action & Representative Action Waiver

You and FlowCMS agree that any arbitration under these Terms will be conducted on an individual basis and not in a consolidated, class, or representative action. If a class action, consolidated, or representative proceeding is attempted, the parties agree that the arbitrator shall have the authority to determine the scope and applicability of this waiver.

If a court or arbitrator determines that this waiver is inapplicable or unenforceable with respect to a particular claim, that claim shall be severed from the rest of the Dispute and resolved in a court of competent jurisdiction, while all other claims remain subject to mandatory arbitration.

11.5 Court Jurisdiction (Where Arbitration Does Not Apply)

To the extent that arbitration is not applicable or enforceable for any reason, or for matters expressly excluded from arbitration herein, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for the resolution of any such disputes. You waive any objection to venue or forum non conveniens in such courts.

11.6 Severability & Enforcement

If any provision of this Section 11 is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. If any court or arbitrator holds the arbitration provisions of this section invalid or unenforceable, the parties agree that the Dispute shall be resolved by a court of competent jurisdiction in Wilmington, Delaware, and all other terms of this agreement shall remain enforceable.

11.7 Contact & Legal Inquiries

For questions regarding this section, legal notices, or dispute initiation, please contact: