Terms of Service

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Version 2.0

Last Modified: 2/23/2024

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These Terms of Service (the “Terms”) apply to your use of the PaintFlow application (the “Platform”). These Terms are effective as of the Last Modified Date at the top of this page.

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Please review these defined terms which are important for understanding these Terms:

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• You: All references to “you” and similar words such as “your” (even if not capitalized) mean the individual using the Platform (and if you are using the Platform on behalf of a business entity, it means both you and that business).
• Service Provider: If you use the Platform for any of the following uses, then you will also be
  deemed a “Service Provider”: marketing your services to Clients, generating quotes for Clients, signing contracts with Clients, or accepting down payments or other payments from Clients.
• Client: If you request services from a Service Provider through the Platform, then you (and if applicable, your business) will also be deemed a “Client.”
• “Us” and similar words such as “we” and “our” (even if not capitalized) mean Superbolt Ventures LLC, a Missouri limited liability company.

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By using the Platform, you are agreeing to these Terms and the other policies referenced in these Terms. If you or your business do not agree to the terms described here, then you and your business should not use the Platform.

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General Use of the Platform

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License to Use the Platform

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Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non sublicensable, non-transferable, and revocable license to access and use the Platform solely for your own use.

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Prohibited Uses

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You may not use the Platform if you are under 13 years old. Additionally, you shall not directly or indirectly:

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• Use the Platform outside of the United States of America.
• Use the Platform for any illegal purpose or in such a way that would violate another contract.
• Resell or otherwise make the Platform available to third parties without our express permission.
• Use the Platform in any way that may harm the Platform, including without limitation using bots, scrapers, harvesters, or other automated systems.
• Take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Platform.
• Attempt to use the Platform without our express permission after we have terminated your right to use the Platform.

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Privacy Policy

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Our privacy policy is available at paintflowapp.com/privacy-policy (the “Privacy Policy”). That Privacy Policy applies to your use of the Platform. By agreeing to these Terms and the Privacy Policy, you consent to our collection and use of your information, as described in the Privacy Policy.

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Relationship of the Parties

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Our Relationship to Service Providers

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We provide the Platform to Service Providers, however, nothing in these Terms creates any kind of employment, contractor, agency, joint venturer, or partnership, relationship between a Service Provider and us. If a Service Provider quotes a project in the Platform and agrees to provide services to a Client, then it is the Service Provider’s sole responsibility to ensure it performs its obligations to the Client. Except as otherwise expressly permitted by us in writing, the Service Provider will be responsible (at its expense) for all tools and insurance needs including without limitation health, life, liability, and workers’ compensation. We will not withhold taxes or pay employment-related taxes in connection with any payments remitted to the Service Provider; rather, the Service Provider will be responsible for and shall pay all foreign, federal, state, and local taxes, including self-employment taxes, assessed against the Service Providers and its workforce resulting from the Service Provider’s services provided to Clients. The Service Provider and its workforce will not be covered under our workers’ compensation insurance, and they shall not attempt to hold us liable for any workers’ compensation style claims.

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Our Relationship to Clients

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We provide the Platform to Clients, however, nothing in these Terms creates any kind of employment, contractor, agency, joint venturer, or partnership, relationship between a Client and us. If a Client elects to use a Service Provider and to pay the Service Provider, then it is the Client’s sole responsibility to work with that Service Provider and ensure the Client pays the Service Provider all amounts due. The Client acknowledges that we are merely providing the Platform as a communication and payment channel between the Client and the Service Provider, and that we do not have any obligations to the Client except as expressly stated in these Terms. As between the Client and us, all payments the Client pays us through the Platform are non-refundable. If the Client has a dispute with the Service Provider with respect to any such payments, then the Client shall seek damages (if any) from the Service Provider and not us.
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Service Provider Provisions

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Proposals

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We allow certain Service Providers the ability to provide proposals for painting services to potential clients and actual clients through the Platform (each a “Proposal”). The Service Provider is responsible for all information they provide in Proposals. The Service Provider shall ensure that all payments for all Proposals are paid through the Platform, and not through any other means. We may terminate a Service Provider’s right to provide Proposals in the Platform for any reason, including if the Service Provider is not processing sufficient payments through the Platform.

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Payment Processing & Fees

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We allow certain Clients to pay Service Providers through the Platform, which will involve the use of third-party payment vendor (for example, Stripe). The parties may be required to agree to such third-party payment vendors’ legal terms to process the payments. We will remit a percentage of all Client payments to the applicable Service Provider (for example, we may remit 90% of the payments, and retain 10%). The exact percentage will be established by us from time to time but will not be changed without us providing prior notice to you. We generally remit payments to Service Providers for applicable Client Proposals within 14 days of receipt of the payment from the Client.

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Client Refunds

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Our policy is to not issue refunds to Clients. Accordingly, if a dispute arises between a Service Provider and its Client, then the Service Provider and the Client shall resolve the same without involvement from us. Service Providers shall indemnify us (as provided in the indemnification provisions below) against any Losses (defined below) we suffer because of a Client successfully obtaining a refund from us, including as a result of a chargeback.

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Client Communication

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After generating a Proposal, the Service Provider and the Client may communicate using the features within the Platform, or they may communicate outside the Platform using any communication means they desire.

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Compliance with Laws

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The Service Provider shall comply with all applicable laws, rules, and regulations while using the Platform and providing any services to Clients.

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Protection of Client Information

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If a Service Provider obtains any information about a Client through or because of the Platform that is any way confidential or private, then the Service Provider shall maintain that information as confidential and shall not share or sell that information with any third parties without obtaining the Client’s prior and express permission.

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User Accounts

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We may allow you to create a user account (or we may create an account for you) to use the Platform. If you create (or accept) an account, then we may request information about you as described in these Terms and our Privacy Policy (for information on how we use that information, please review our Privacy Policy). You are responsible for everything that happens through your account. You must keep your account credentials private and may not allow other people to use your account. You may terminate your user account at any time, subject to the other provisions in these Terms.

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Service Provider Terms

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Your Content

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You may be allowed to upload content (such as text, documents, images, audio, videos, and more) to the Platform (“Your Content”).

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By uploading Your Content, you grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, store, use, process, copy, distribute, display, perform, create derivative works from, and export, Your Content, with or without attribution for the following purposes: (a) for Clients, to share Your Content with Service Providers in order for them to generate quotes and contracts for you, and for them to contact you; (b) for Service Providers, to share Your Content with Clients for Clients to review quotes and contracts, and for them to contact you; (c) to provide, maintain, and update the Platform; (d) to prevent or address service, security, support, and technical issues, with the Platform; and (e)
as required by law. You represent that you own Your Content, or otherwise have legal rights to Your Content, and that the above grant is valid and does not violate any other contract or law.
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We cannot guarantee that other users of our Platform will not violate your rights with respect to Your Content and we disclaim all liability for uses by other users. You may request that we remove Your Content from the Platform and we will use reasonable attempts to do so, but we do not undertake any obligation to remove Your Content after you submit it to us. We also have no obligation to retain any of Your Content.

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Intellectual Property

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Our Property Rights

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The Platform (including all design, software, code, and other content on the Platform) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. Your use of the Platform does not grant any rights to you other than the right to use the Platform for its intended purpose as outlined in these Terms.

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Copyright/DMCA Policy

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We respect intellectual property rights, and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on the Platform infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at help@paintflowapp.com.
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Your DMCA Notice must include the following:

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• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and specifically where it is located on the Platform;
• Sufficient information for us to contact you such as your address, phone, or email address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
• An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

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PLEASE NOTE: Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

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Warranties, Disclaimers, & Limitations of Liability

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All references to “us” (and similar words such as “we” and “our”) in this section mean us and our parents, subsidiaries, affiliates, and licensors, and the owners, members, directors, officers,
employees, contractors, and agents, of all of them.
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Except as otherwise expressly agreed to by us in writing, the following provisions will apply with respect to your use of the Platform.

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• We do not provide painting services or any other services to Clients (other than the provision of the Platform), and we will not be liable to a Client for any claims or liabilities related to services Service Providers provides (or fails to provide) to the Client.
• The Platform is offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.
• Without limitation, we do not represent or warrant that (a) the information on the Platform is free from error; (b) the functionality of the Platform will be uninterrupted, secure, or free of errors; (c) defects in the Platform will be corrected; or (d) that the Platform or the equipment the Platform use are free of viruses.
• To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement; and also all liability for identity theft and other misuse of your identity or content.
• We do not vet content submitted by users of the Platform and we do not represent or
  guarantee that any such content is truthful or accurate or that you will have any right to use that content.
• We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Platform, or for any other websites or applications which are linked to or referenced in the Platform. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
• We will not be liable to you or any third party for any indirect, special, incidental,
  consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Platform or any links provided on the Platform.
• All limitations of liability in these Terms will apply regardless of whether you or the third
  party bases your/its claim on contract, tort, strict liability, or any other legal theory, and
  whether we knew or should have known about the possibility of such damages.
• All limitations of liability in these Terms will apply to the fullest extent permitted by law.
• Subject to the limitations of liability in these Terms, our liability to you or any third party will not exceed the amount you paid to use the Platform, or if the claim does not relate to a purchase, then $100.
• Any cause of action or claim which you may have which arises out of or in connection to the Platform must be brought (if at all) within one year after the cause of action or claim
  accrued. Otherwise, such cause of action or claim will be permanently barred.
• All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

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Some jurisdictions do not allow certain disclaimers, limitations of liability, and exclusions. To the extent such jurisdictions’ laws are applicable to your use of the Platform, such disclaimers, limitations of liability, and exclusions, will be limited to the extent permitted by the applicable law.

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Indemnification

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If a third party threatens or files any suit, claim, investigation, or proceeding, against us or our affiliates or their respective owners, directors, officers, managers, employees, contractors, or other representatives (the “Protected Parties”) as a result of your breach of or misrepresentation in these Terms, any negligent or intentional act or omission by you or your representatives, your use of the Platform, your submission of content that violates third party rights or applicable laws, or your violation of any applicable law, then you shall indemnify the Protected Parties against all reasonable expenses which arise or result from the same, including attorneys’ fees, costs, and damages of every kind (the “Losses”), except to the extent that a Protected Party negligently or intentionally caused those Losses.

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Arbitration

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If a dispute arises between you and us related to your use of the Platform, these Terms, or our Privacy Policy, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings shall be held in Jackson County, Missouri. If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.

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Notwithstanding the agreement to arbitrate above, either you or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Platform or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

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CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

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Miscellaneous

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Termination

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You may stop using the Platform at any time. However, you will remain liable for any damage you caused or may later cause to us or any part of the Platform.
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We may temporarily or permanently suspend your access to (or terminate your right to use) all or parts of the Platform (this includes our right to suspend access to or terminate your user account and your license, if any). We may exercise that right in our sole discretion, at any time, with or without notice to you.
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All provisions in these Terms which by their nature should survive termination of these Terms shall survive the termination.

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Governing Law & Jurisdiction

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Our provision of the Platform and your use of the Platform, and all related terms and policies, will be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, each party consents to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or if applicable, the U.S. District Court having jurisdiction over that county.

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Waiver of Jury Trial

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You and us each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to our provision of the Platform and your use of the Platform, and all related terms and policies.

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Entire Agreement

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These Terms and the other policies referenced in these Terms set forth the complete and entire agreement between you and us relating to the subject matter in these Terms and supersede all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by you and us relating to the subject matter in these Terms.

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Waiver

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The failure or delay by a party to exercise any right or remedy in these Terms shall not operate as a waiver of the same. The waiver by a party of a breach of any provision in these Terms shall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by the waiving party.

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Severability

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Each provision in these Terms shall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.

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Assignment

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These Terms and all rights and licenses granted to you, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

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Power to Amend These Terms

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We may amend these Terms at any time, for any reason, with or without notice to you. Your continued use of the Platform after the amended Terms are posted on the Platform will constitute your acknowledgment andagreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Platform with actual knowledge of the amended Terms; or (b) 30 days after the amended Terms are posted on the Platform.

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Contact

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Except as otherwise required in these Terms or by law, all notices and communications which you may send to us should be sent to help@paintflowapp.com.

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