FlowState IQ Platform Terms of Service

v1-FINAL · 2026-05-06 Effective Date: 2026-05-06 Last Updated: 2026-05-06 Status: Provisional working document. This document has not been reviewed by licensed counsel and is not legal advice. Counsel review is scheduled for the v2 revision at the first-revenue / cold-traffic clickwrap activation milestone. For the Moonshot window, this Terms is published for disclosure via footer links at flowstate.com and flowstate.com/elevate.

Please read these Terms of Service ("Terms") carefully before using the FlowState IQ platform ("Platform") operated by FlowState IQ LLC, an Illinois limited liability company ("FlowState," "we," "us," or "our"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not access or use the Platform.

1. Platform Description

FlowState IQ is an organizational intelligence platform that helps organizations assess technology readiness, analyze workflow gaps, and generate strategic recommendations. The Platform uses artificial intelligence, including third-party AI services, to analyze information you provide and generate insights, recommendations, and reports.

The Platform may be accessed through (i) consultant-facilitated 90-Day Engagements, (ii) The First Arc one-time digital purchase, or (iii) invitational or free access at FlowState's discretion. Specific products are governed by their own agreements where applicable: the Arc by the Arc Terms of Service, and 90-Day Engagements by their executed engagement letter. These Terms govern general Platform interaction beyond what those product-specific agreements cover.

2. Account Registration and Security

To access the Platform, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately at chad@flowstateiq.com of any unauthorized use of your account or any other breach of security. FlowState will not be liable for any loss arising from your failure to protect your account credentials.

If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" refer to that organization.

3. Access and Pricing

3.1 Access Paths

The Platform is currently made available through three access paths:

  • The First Arc — a one-time digital product purchase. Arc access is governed by the Arc Terms of Service and pricing displayed at the point of purchase. These Terms apply to your general Platform usage in addition to Arc-specific terms.
  • 90-Day Engagement — a consultant-facilitated engagement structured under a separately executed engagement letter. Engagement pricing, scope, and deliverables are documented in the executed engagement letter; these Terms apply to your Platform usage during and after the engagement.
  • Invitational or free access — FlowState may, at its discretion, provide Platform access without charge for evaluation, partnership, demonstration, or other purposes.

3.2 No Current Subscription

The Platform is not currently offered on a subscription basis. There is no recurring monthly or annual platform billing tied to general Platform access. Payment is associated only with the specific products described in Section 3.1.

3.3 Future Pricing Models

FlowState reserves the right to introduce subscription, usage-based, or other paid Platform access models in the future. Any such introduction will be communicated to existing users through the Platform and through email at the address associated with your account at least thirty (30) days before the new pricing model takes effect. Continued use of the Platform after the effective date of a new pricing model constitutes acceptance of the new pricing terms; if you do not agree, you may discontinue use of the Platform.

3.4 Refunds

Refund eligibility for Arc purchases is governed by the Arc Terms of Service. Refund eligibility for 90-Day Engagement fees is governed by the executed engagement letter. No refunds are issued for general Platform access provided at no charge.

4. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

  • Use the Platform in any way that violates any applicable federal, state, local, or international law or regulation
  • Impersonate or attempt to impersonate FlowState, a FlowState employee, another user, or any other person or entity
  • Engage in any conduct that restricts or inhibits any other user from using or enjoying the Platform
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, its servers, or any database connected to the Platform
  • Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
  • Upload, submit, or transmit any content that infringes upon the intellectual property rights of any third party
  • Use the Platform with the primary purpose of reverse-engineering, copying, or developing a directly competing platform; comparative use, evaluation, and benchmarking for legitimate purposes are not prohibited
  • Harass, threaten, defame, or abuse any other user or any FlowState personnel
  • Send spam, chain letters, or unsolicited promotional content through the Platform
  • Post or transmit content that is unlawful, defamatory, obscene, or otherwise objectionable

5. Your Data

Your Data is collected, stored, and used in accordance with these Terms and our Privacy Policy, which is incorporated by reference. In the event of any conflict between these Terms and the Privacy Policy regarding data handling, the Privacy Policy governs.

5.1 Ownership

You retain all rights, title, and interest in the data, information, and content you submit to the Platform ("Your Data"). By submitting Your Data, you grant FlowState a limited, non-exclusive, worldwide license to use, process, store, and transmit Your Data solely to provide the Platform services to you and to improve the Platform.

5.2 Organizational Data

The Platform is designed to process organizational information, including data about your technology systems, workflows, operational gaps, and business strategy. You represent and warrant that you have the authority to submit this organizational data to the Platform and to authorize its processing as described in these Terms and our Privacy Policy.

5.3 AI Processing

Your Data may be processed by third-party artificial intelligence services to generate analyses, recommendations, and reports. Our current AI provider is Anthropic (Claude). Data sent to Anthropic's API is not used by Anthropic to train their models. For more information about how Your Data is processed, please refer to our Privacy Policy.

5.4 Data Portability

You may request a complete export of Your Data at any time by contacting us at chad@flowstateiq.com. We will provide Your Data in a commonly used, machine-readable format within thirty (30) days of your request.

5.5 Data Retention and Deletion

FlowState retains Your Data in accordance with the retention schedule described in the Privacy Policy. Upon termination of your account or a verified deletion request, retention and deletion proceed as described in the Privacy Policy.

6. Intellectual Property

6.1 FlowState IP

The Platform, including its design, features, functionality, content, methodologies, question libraries, analytical frameworks, and all related intellectual property rights, are and will remain the exclusive property of FlowState IQ LLC. These Terms do not grant you any right, title, or interest in the Platform except for the limited right to use it in accordance with these Terms.

6.2 Platform Outputs

Platform Outputs generated using Your Data are licensed to you on a perpetual, non-exclusive, royalty-free basis to use, modify, and incorporate into your business operations. The methodologies, frameworks, algorithms, and prompt structures that produced them remain the exclusive property of FlowState.

For Arc-specific outputs, the Arc Terms of Service §8.4 governs and is not modified by this Section.

6.3 Feedback

If you provide FlowState with any feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant FlowState an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Platform without any obligation or compensation to you.

7. AI-Generated Content Disclaimer

THE PLATFORM USES ARTIFICIAL INTELLIGENCE TO GENERATE ANALYSES, RECOMMENDATIONS, AND REPORTS. These AI-generated outputs are provided for informational purposes only and should not be considered professional advice, including but not limited to business, financial, legal, technical, or consulting advice.

AI-generated outputs may contain errors, inaccuracies, or incomplete information. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any output generated by the Platform and for any decisions or actions you take based on such outputs.

FlowState does not guarantee that AI-generated outputs will be accurate, reliable, complete, or current. You should exercise independent judgment and, where appropriate, seek qualified professional advice before acting on any recommendation or analysis provided by the Platform.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLOWSTATE IQ LLC, ITS MEMBERS, OFFICERS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, resulting from:

  • Your access to, use of, or inability to access or use the Platform
  • Any conduct or content of any third party on the Platform
  • Any AI-generated content, analysis, or recommendation obtained from the Platform
  • Unauthorized access, use, or alteration of your transmissions or data
  • Any decisions or actions taken based on information or outputs provided by the Platform

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLOWSTATE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). For Arc-specific claims, the Arc Terms of Service §10 governs the applicable cap.

Review item for counsel: liability cap and exclusions warrant v2 review for Illinois-jurisdiction fit and gross-negligence/willful-misconduct carve-outs.

9. Warranty Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FlowState expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

FlowState does not warrant that the Platform will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. No advice or information, whether oral or written, obtained from FlowState or through the Platform, shall create any warranty not expressly stated in these Terms.

10. Indemnification

You agree to defend, indemnify, and hold harmless FlowState IQ LLC and its members, officers, agents, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your misuse of the Platform or use in violation of applicable law, or your submission of data to the Platform.

11. Dispute Resolution

11.1 Good-Faith Negotiation

The Parties will attempt in good faith to resolve any dispute arising from these Terms or the Platform through direct negotiation. If a dispute cannot be resolved within thirty (30) days of one Party giving written notice of the dispute to the other, either Party may proceed under Section 11.2.

11.2 Forum Selection

Each Party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for any dispute arising out of or related to these Terms or the Platform, and waives any objection to venue or inconvenient forum in those courts.

11.3 Class Action Waiver

YOU AND FLOWSTATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court.

Review item for counsel: evaluate Illinois enforceability of class action waiver and forum-selection clause; evaluate arbitration clause value at scale.

12. Termination

FlowState may suspend or terminate your access to the Platform at any time, with or without cause, with or without notice. For terminations based on alleged breach of these Terms, FlowState will, where reasonably practicable, provide notice and an opportunity to cure within ten (10) business days, except where the breach is incapable of cure or causes immediate harm.

Upon termination, your right to use the Platform will immediately cease. Sections that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, warranty disclaimers, limitation of liability, indemnification, and dispute resolution.

Upon termination, Your Data is retained and deleted in accordance with the Privacy Policy.

13. Modifications to Terms

FlowState reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date. For material changes, we will provide at least thirty (30) days' notice before the changes take effect.

Your continued use of the Platform after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree with the modified Terms, you must stop using the Platform.

14. General Provisions

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

14.2 Entire Agreement

These Terms, together with our Privacy Policy, the Arc Terms of Service (where applicable), and any executed engagement letter (where applicable), constitute the entire agreement between you and FlowState regarding the Platform and supersede all prior agreements and understandings, whether written or oral.

14.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

The failure of FlowState to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

14.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without the prior written consent of FlowState. FlowState may assign these Terms without restriction.

14.6 Force Majeure

FlowState shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers.

15. Contact Information

If you have any questions about these Terms, please contact us at:

FlowState IQ LLC 825 S Evergreen Ave Arlington Heights, IL 60005 chad@flowstateiq.com

v1-FINAL changelog

All 14 pre-publication fixes from platform-tos-REVIEW.md applied 2026-05-04:

  1. FINDING-01 (CRITICAL) §3 — Replaced "Subscription and Payment" entirely with "Access and Pricing" describing the three actual access paths (Arc, Engagement, Invitational), explicit no-current-subscription, future-pricing reservation, refund deferral to Arc/Engagement docs
  2. FINDING-02 (CRITICAL) Header — Effective Date and Last Updated set to 2026-05-04
  3. FINDING-03 (MODERATE) §11 — Path A applied: dropped binding arbitration; restructured to good-faith negotiation → Cook County court venue (matches Arc ToS v1.1-FINAL §11.3); class action waiver and small claims exception retained as standalone provisions
  4. FINDING-04 (MODERATE) §8 — Liability cap simplified to $100 with Arc ToS §10 cross-reference for Arc-specific claims
  5. FINDING-05 (MODERATE) §4 — Anti-competition clause narrowed to reverse-engineering for direct competition; benchmarking and evaluation explicitly permitted
  6. FINDING-06 (MODERATE) §5.5 — Replaced flat 1-year retention with reference to Privacy Policy retention schedule
  7. FINDING-07 (MODERATE) §5 — Added Privacy Policy cross-reference at top of Your Data section, with Privacy-Policy-governs-conflicts clause
  8. FINDING-08 (MINOR) §6.2 — Explicit perpetual non-exclusive royalty-free license for Platform Outputs; matches Arc ToS §8.4 pattern
  9. FINDING-09 (MINOR) §10 — Indemnification scope narrowed: "your use of the Platform" → "your misuse of the Platform or use in violation of applicable law"
  10. FINDING-10 (MINOR) §12 — Added cure period for breach-based terminations: 10 business days where reasonably practicable
  11. FINDING-11 (MINOR) §4 — Added harassment/spam/illegal-content acceptable-use prohibitions
  12. FINDING-13 (MINOR) Footer — DRAFT footer replaced with v1-FINAL provisional banner matching Privacy Policy and Arc ToS
  13. FINDING-14 (CONFIRM+MINOR) §1 — Second paragraph rewritten to describe actual commercial paths and document hierarchy
  14. FINDING-15 (CONFIRM) §11 — Restructured per Path A: 11.1 negotiation, 11.2 forum, 11.3 class waiver, 11.4 small claims; arbitration opt-out clause removed (no longer applicable)

FINDING-12 (AAA Consumer Rules specification) not applied — became moot once arbitration was removed under Path A.

v2 counsel re-engagement scope

For counsel review at first-revenue milestone:

  1. §11 Dispute Resolution — Illinois enforceability of class action waiver and forum-selection clause; evaluation of arbitration vs. court venue at scale
  2. §5 Your Data — alignment with Privacy Policy retention model under Illinois PIPA, CCPA equivalence for California users
  3. §6 IP — confirm "FlowState IP" definition enforceability, particularly methodologies / question libraries / analytical frameworks scope
  4. §8 Limitation of Liability — Illinois enforceability of $100 cap, gross-negligence/willful-misconduct carve-outs
  5. §10 Indemnification — typical Illinois carve-outs (attorneys' fee shifting, defense cost allocation)
  6. §13 Modifications — material vs. immaterial changes definition, opt-out / consent mechanism for material changes
  7. CCPA / state privacy law specificity — evaluate whether per-state addenda are needed for California, Virginia, Colorado, etc.

Estimated counsel time: 4–6 billable hours covering this Terms (separate from Arc ToS / Engagement Letter / subcontractor agreement reviews already queued).

Document status at publication: v1-FINAL provisional, published under Moonshot sprint discipline, scheduled for v2 counsel review at first-revenue milestone.