Last updated: June 16, 2023
Your use of and access to the website and products and services and associated software (collectively, the “Services”) of Plz Fix Inc. and its affiliates (together, “Flippr”), including those sites and services available at https://flippr.ai, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”), is conditioned upon your compliance with and acceptance of these terms, which include your agreement to arbitrate claims. Please review thoroughly before accepting.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING THE FLIPPR SITE, OR BY UTILIZING FLIPPR SERVICES YOU AGREE TO BE BOUND BY OUR PRIVACY POLICY AND THESE TERMS OF SERVICE (TOGETHER, “TERMS OF USE”). FLIPPR SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
These Terms of Use constitute a legally binding agreement (“Agreement”) made between you and Plz Fix Inc. (“we”, “us”, or “our”) concerning your access to and use of our Site. As used herein, “you” or “your” means any entity, university, organization, or company (each, an “Organization”) accessing or using the Services as well as any individual end user accessing and using the Services, as applicable and hereby agreeing to these Terms of Use. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change, unless otherwise noted in these Terms of Use. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
Flippr may provide any services hereunder through any of its affiliates. If you order services through an online registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific service which you choose to use, those additional terms are hereby incorporated into these Terms of Use in relation to your use of that service.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Flippr provides document workflow and productivity solution software as described on the Site. You may choose whether to use the free online version of the Services or a paid version. Flippr will provide the Services as described on the Site and the Order Form, and Flippr will provide standard updates to the Services that are made generally available by Flippr during the term. Unless otherwise noted on your Order Form, Flippr may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
You may only use the Services pursuant to these Terms of Use. Use of the Services is void where prohibited. Sharing of accounts with anyone other than the assigned account holder is strictly prohibited.
To access most features of the Services, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. For Enterprise Plan accounts, if you wish to designate individual users to access and use the Service under your Enterprise Plan account (such users, “Authorized Users”), you may also be required to provide us with some information about such Authorized Users. You may also choose to use the Services to share information with individuals who may or may not have a Flippr account (such individuals, “Recipients”). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times, and that you have all necessary rights and approvals to provide such information. When you register, you will be asked to provide an email address. You are responsible for maintaining the confidentiality of your account and associated email address, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@flippr.ai.
You are responsible for: (i) identifying and authenticating all of your Authorized Users and Recipients; (ii) approving access for your Authorized Users and Recipients to the Services and designating appropriate access controls in connection with your account; (iii) controlling against unauthorized access by your Authorized Users and Recipients; (iv) all activities that occur under your Authorized Users’ usernames or accounts as a result of your Authorized Users’ access and use of the Services; (v) periodically reviewing your Authorized Users and their associated access to the Services; and (vi) ensuring that you and all Authorized Users abide by and comply with all U.S. or non-U.S. national, regional, state, provincial or local laws, statutes, rules, regulations, ordinances, administrative rulings, judgments, decrees, orders, directives, policies, or treaties applicable to Flippr’s provision and your use of the Services (“Laws”) in connection with your and each Authorized User’s use of the Services, including but not limited to Laws related to intellectual property, privacy and export control.
If you received your credentials to access and use the Services (including certain features thereof) from an administrator of an Enterprise Plan account or otherwise are accessing the Services under an Enterprise Plan account, you acknowledge and agree that your access to the Services as provided by your Organization is subject to the agreement between Flippr and your Organization with respect to the Services. You also acknowledge that your Organization may terminate the access to the Services that they provide to you at any time. Flippr will have no liability to you in connection with any such removal or termination.
If the domain of the email address associated with your account is owned by an Organization and was assigned to you as an employee, contractor or member of the Organization (such as yourname@youremployer.com), you acknowledge and agree that we may identify your account to the Organization, migrate your account and your data to the Organization’s account, and/or restrict or terminate access to your account. Flippr will have no liability to you in connection with any such disclosure, restriction, or termination.
When you join a Flippr Enterprise Plan account or when you convert an existing Flippr individual account into a Flippr Enterprise Plan account, you must do the following: (i) use it in compliance with your Organization’s terms and policies; and (ii) acknowledge that all the data under your account is owned by the Organization and the Organization administrators have the right to access, disclose, restrict and remove information in your account, including the data that predates when you joined the Organization account. Note that Enterprise Plan accounts are subject to the Organization’s control. The Organization administrators may prevent you from later disassociating your account from the Organization account. They may also restrict or terminate your access to a Flippr Enterprise Plan account.
You agree that you are solely responsible for the content sent or transmitted by you or displayed or uploaded by you in using the Services (“User Content”) and for compliance with all Laws pertaining to the User Content, including, but not limited to, Laws requiring you to obtain the consent of a third-party to use the User Content and to provide appropriate notices of third-party rights. You represent and warrant that you have the right to upload the User Content to Flippr and that such use does not violate or infringe on any rights of any third-party. Under no circumstances will Flippr be liable in any way for any (a) User Content that is transmitted or viewed while using the Services; (b) errors or omissions in the User Content; or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Content. Although Flippr is not responsible for any User Content, Flippr may delete any User Content, at any time without notice to you, if Flippr becomes aware that it violates any provision of these Terms of Use, or any law. You retain copyright and any other rights you already hold in User Content which you submit, post or display on or through, the Services.
You agree that you will not, and will not permit any Authorized User to: (i) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer or attempt to gain access to any underlying technology of the Services (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc); (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Flippr’s networks, your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading; (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, User Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Flippr or other users of Services; (viii) engage in any activity or use the Services or Flippr accounts in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Flippr’s security systems; (ix) use the Services in violation of any Flippr policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws, and you agree that you are solely responsible for compliance with all such laws and regulations.
You may not reproduce, resell, modify, or distribute the Services or any reports or data generated by the Services for any purpose unless you have been specifically permitted to do so under a separate agreement with Flippr. You may not offer or enable any third parties to use the Services purchased by you, display on any website or otherwise publish the Services or any User Content obtained from the Services (other than User Content created by you) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
You are responsible for the activities of all Authorized Users who access or use the Site through your account and you agree to ensure that any such Authorized Users will comply with these Terms of Use. Flippr assumes no responsibility or liability for violations. If you become aware of any violation of these Terms of Use in connection with the use of the Site by any person, please contact Flippr at legal@flippr.ai. Flippr may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing content or terminating accounts and/or user profiles.
Flippr will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to User Content, in accordance with industry standards. Flippr will notify you if it becomes aware of unauthorized access to User Content. Flippr will not access, view or process User Content except (a) as provided for in these Terms of Use; (b) as authorized or instructed by you, (c) as required to perform its obligations under these Terms of Service; or (d) as required by Law. Flippr has no other obligations with respect to User Content. Under no circumstances will Flippr be liable in any way for any data or other content viewed while using the Site, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
The Services are intended for business use. You may choose to use the Services for other purposes, subject to the terms and limitations of these Terms of Use.
Flippr is not intended for use by individuals under the age of 16. You affirm that you are not a minor in the jurisdiction in which you reside and are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with this Agreement. Your access may be terminated without warning if we believe that you are under the age of 16 or are otherwise ineligible.
You may be required to purchase or pay a fee to access some of our Services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and any other billing details so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment method for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site. You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services, please email us at support@flippr.ai.
The Flippr Site contains information on how to terminate your account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of these Terms of Service, Flippr may terminate this Agreement immediately and retain any fees previously paid by you. Sections 1 and 3 through 26, inclusive, shall survive any termination of this agreement. Upon any termination of this Agreement, you must cease any further use of the Services. You may terminate this Agreement by providing written notice of termination for cause in the event Flippr has materially breached the Agreement and has not cured such material breach within thirty (30) days of your written notice of such breach.
Flippr and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“Flippr Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Flippr Marks, or other proprietary information (including images, text, page layout, or form) of Flippr without express written consent. You may not use any meta tags or any other “hidden text” utilizing Flippr Marks without Flippr’s express written consent.
Each party agrees to regard and preserve as confidential all non-public information provided by the other party relating to the business, systems, operations, source code, Services, strategic plans, clients, pricing (including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of the other party in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should understand to be confidential (herein “Confidential Information”). Each party agrees to limit its disclosure of the other party’s Confidential Information to as few persons as possible and only to those persons with a need to know that are its or its affiliates’ personnel and subject to an obligation to keep such information confidential. Except as needed to fulfill their respective obligations under the Terms of Use or as expressly permitted herein, the receiving party shall not: (i) disclose the disclosing party’s Confidential Information to any person, firm, or enterprise without the disclosing party’s prior written consent, or (ii) use the disclosing party’s Confidential Information for its own benefit, or the benefit of a third-party.
“Confidential Information” shall not include content or information that (a) is already rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such information confidential; (b) is or becomes publicly known or available through no wrongful act of a party; (c) is rightfully received from a third-party without restriction and without breach of these Terms of Use; or (d) is developed by a party without the use of any proprietary, non-public information provided by the other party under these Terms of Use.
Either party may disclose Confidential Information where required by law, regulation, or court order, provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties.
The confidentiality obligations set forth in this section of the Terms of Use shall remain in effect for a period of five (5) years from the disclosure of the information, except as it relates to User Content, in which case the confidentiality obligations shall remain in effect indefinitely. Both parties agree (a) to take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as protective as those the receiving party takes to protect its own Confidential Information, and no less than a reasonable standard of care; (b) to notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving party, to cooperate with the disclosing party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Flippr may deny access to the Services to any user who is alleged to infringe another party’s copyright. Without limiting the foregoing, if you believe that your copyright has been infringed, please contact us at privacy@flippr.ai.
13.1 Privacy Policy. You acknowledge and agree that except as described in these Terms, any User Content, data, and information you enter into or upload to the Services or that we collect in connection with the Services (“Data”) will be processed as described in the Flippr Privacy Policy.
13.2 Data. As between you and Flippr, data that you enter into or upload to the Services is and will remain owned by you. You hereby grant Flippr the right to collect, process, transmit, store, use, and disclose data to provide the Services and as otherwise set forth in these Terms. As described in these Terms, your data may be owned by your Organization.
13.3 Machine Learning. Your data will NOT be used for training for machine learning.
13.4 Aggregated Data. You acknowledge and agree that Flippr may collect, create, process, transmit, store, use, and disclose aggregated and/or deidentified data derived from Data, except for User Content, or use of the Services (“Aggregated Data”) for its business purposes, including for industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated and/or deidentified form only and will not identify you. Nothing in these Terms gives you any rights in or to any part of the Service or Aggregated Data.
13.5 Information Security. Flippr will employ commercially reasonable security measures that are designed to protect Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure. For more detail, see our Security Policy.
You and your Authorized Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of export control and sanctions laws. You represent and warrant that: (i) you and your Authorized Users (a) are not citizens of, or located within any region subject to U.S. trade sanctions or other significant trade restrictions and that you and your Authorized Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) no Content created or submitted by you or your Authorized Users is subject to any restriction on disclosure, transfer, download, export or re-export under export control and sanctions laws; and (iii) you and your Authorized Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with export control and sanctions Laws and monitoring them for any modifications.
You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Flippr and its affiliates and under such circumstances Flippr will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any User Content; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify all or part of the Site at any time or for any reason without notice to you. However, we have no obligation to update any information on our Site. We will not be liable to you or any third-party for any modification, price change, suspension, or discontinuance of the Site. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New York, NY, United States. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New York, NY, United States and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD-PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLIPPR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLIPPR HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN THESE TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FLIPPR TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO FLIPPR FOR ACCESS TO AND USE OF ITS SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, directors, agents, consultants, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Site; (b) your breach of these Terms of Use; (c) any breach of your representations and warranties set forth in these Terms of Use; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. Additionally, you understand and agree that Flippr may contact you via e-mail or otherwise with information relevant to your use of the Services, regardless of whether you have opted out of receiving marketing communications or notices.
These Terms of Use shall be governed by and defined following the laws of the United States of America, and you irrevocably consent that the courts of the United States of America shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.
Flippr shall process your personal data subject to Flippr’s Data Processing Agreement.
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed an Order Form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement.
Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: support@flippr.ai.