Terms of Service

1. Acceptance of Terms

Welcome to Flow Dealers. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", "your") and Flow Auctions Inc. ("Flow Dealers", "Company", "we", "us", "our"). These Terms govern your access to and use of our B2B marketplace platform for professional dealers, including our website, mobile applications, APIs, and all related services (collectively, the "Platform" or "Services").

BY ACCESSING OR USING OUR PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. If you do not agree to these Terms, you are prohibited from using or accessing our Platform.

Flow Dealers operates as a technology platform that facilitates business-to-business (B2B) transactions between professional dealers in the coins and collectibles industry. We are not a dealer, party to transactions, or responsible for items listed on the Platform. We provide software-as-a-service tools and marketplace infrastructure.

2. Eligibility and Account Registration

2.1 Professional Use Only

Flow Dealers is a B2B platform exclusively for professional dealers, businesses, and licensed entities in the coins and collectibles industry. By using our Platform, you represent and warrant that:

• You are at least 18 years of age
• You represent a legitimate business entity
• You have the legal authority to bind your organization
• You possess all necessary licenses and permits for your business activities
• You will use the Platform solely for business purposes

2.2 Account Verification

To access certain features, you must complete business verification, including:

• Providing accurate business information (name, address, tax ID)
• Uploading business licenses or dealer certifications
• Completing Stripe Connect onboarding for payment processing
• Verifying your identity through government-issued identification

3. Subscription and Fees

3.1 Subscription Plans

Access to the Platform requires an active subscription. You agree to:

• Pay all applicable subscription fees as described in your plan
• Provide valid payment information and authorize automatic renewals
• Understand that subscription fees are non-refundable except as required by law

We reserve the right to modify subscription fees with 30 days' notice to active subscribers.

3.2 Transaction Fees

In addition to subscription fees, the following fees apply to marketplace transactions:

• Platform Fee: A platform fee is charged on successful transactions and is paid by the seller. The fee percentage varies by subscription plan (e.g., 3% for Basic, 2% for Pro). See your plan details for specific rates.
• Payment Processing: A 3.5% payment processing fee is charged on each transaction and is paid by the buyer
• Shipping Costs: Shipping fees are determined by the seller and paid by the buyer at checkout
• Applicable Taxes: Sales tax and other applicable taxes are calculated at checkout and paid by the buyer

3.3 Payouts to Sellers

Sellers must connect a Stripe account to receive payouts. You agree to:

• Complete Stripe's verification process and comply with their terms
• Provide accurate banking information for payouts
• Understand that payouts are processed after the buyer receives the item or the transaction is completed
• Accept that payout timing is subject to Stripe's processing schedule and hold periods

All fees are clearly displayed at checkout and in your subscription plan details. Fee structures may vary by plan and are subject to change with 30 days' notice.

4. Seller Responsibilities

4.1 Listing Requirements

As a seller, you must:

• Provide accurate descriptions, photos, and specifications
• List only items you own and have the right to sell
• Comply with all applicable laws and regulations
• Accurately represent grading, authentication, and condition
• Set fair and competitive pricing
• Maintain adequate inventory and update listings promptly

4.2 Prohibited Items

You may not list:

• Counterfeit, stolen, or illegally obtained items
• Items that violate intellectual property rights
• Dangerous, hazardous, or illegal materials
• Items that violate export control regulations
• Misrepresented or deceptively described items

5. Buyer Responsibilities

As a buyer, you must:

• Provide accurate shipping and payment information
• Complete purchases in good faith
• Inspect items promptly upon receipt
• Report issues or disputes within reasonable timeframes
• Comply with all payment obligations

6. Transactions and Payments

6.1 Payment Processing

All payments are processed securely through Stripe. We do not store credit card information on our servers. By making a purchase, you authorize Flow Dealers to charge your payment method for the transaction amount, including applicable fees and taxes.

6.2 Order Fulfillment

Sellers must ship items within the timeframe specified in the listing (typically 1-3 business days). Failure to ship promptly may result in transaction cancellation, refunds, and account penalties.

6.3 Refunds and Returns

Return policies are set by individual sellers and displayed in listings. Flow Dealers may facilitate dispute resolution but is not responsible for enforcing return policies or issuing refunds. All refund requests must be resolved between buyer and seller.

7. Intellectual Property

All content on the Platform, including but not limited to text, graphics, logos, images, software, and trademarks, are the property of Flow Auctions Inc. or its licensors and are protected by intellectual property laws. You may not copy, modify, distribute, or reverse engineer any part of the Platform without our prior written consent.

By uploading content to the Platform, you grant Flow Dealers a non-exclusive, worldwide, royalty-free license to use, display, and distribute your content for the purpose of operating the Platform.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• Flow Dealers is not responsible for the quality, authenticity, legality, or accuracy of items listed
• We do not guarantee successful transactions or dispute resolution
• We are not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform
• Our total liability to you shall not exceed the fees you paid to Flow Dealers in the 12 months preceding the claim
• We are not responsible for losses due to fraud, theft, or unauthorized access by third parties

9. Indemnification

You agree to indemnify, defend, and hold harmless Flow Auctions Inc., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of the Platform, violation of these Terms, or infringement of any third-party rights.

10. Dispute Resolution

10.1 Platform Disputes

For disputes between buyers and sellers, Flow Dealers may provide a dispute resolution process at our discretion. We reserve the right to withhold payouts, cancel transactions, or take other actions to resolve disputes fairly.

10.2 Arbitration

Any disputes between you and Flow Dealers shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. You waive your right to participate in class actions or class arbitrations.

11. Termination

We reserve the right to suspend or terminate your account at any time for violations of these Terms, fraudulent activity, or any conduct that harms the Platform or other users. Upon termination:

• Your access to the Platform will be immediately revoked
• Outstanding transactions must be completed or cancelled
• Pending payouts may be withheld pending resolution of disputes
• You remain liable for any obligations incurred prior to termination

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

13. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by email or through a prominent notice on the Platform. Your continued use of the Platform after changes become effective constitutes acceptance of the updated Terms.