Terms of Use

Terms of Service for Flippd Effective day of 3 January 2023 Definitions:
“Services” means Flippd, LLC’s Proprietary software as a reseller inventory and sales management solution. "Laws" means all applicable local, state, federal and international laws, regulations and conventions."Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction."Third-Party Platform(s)" means any software, software-as-a-service, data sources or other products or services not provided by Flippd that are integrated with or otherwise accessible through the Services."Feedback" means comments, questions, suggestions or other feedback relating to any Flippd product or service. Feedback does not include any Customer Data.

Introduction:
You are entering into this agreement with Flippd, LLC (“Flippd App”, “Flippd”, “We”, “Our”, “Us”). When You (individually, or the business that You are representing (“Users”, “Customers”) access Our Services, You are agreeing to the Terms of Service (the “Agreement”) below. By accessing and/or using the Services, You agree to be bound by this Agreement, and any additional term referenced herein, including our Privacy Policy which set out the terms in which we process any Personal Data collected from You, or provided to Us. BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS AS EXTENT AS LEGALLY ALLOWED IN YOUR JURISDICTION. PLEASE READ IT CAREFULLY. Modifications to this Agreement: From time to time, Flippd may modify this Agreement. Flippd will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before continuing to use the Service and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute User’s acceptance of such updated version.

Flippd Services:
‍Overview: Flippd Services are a phone application that allows users to input and track sales data, as well as inventory and expenses. This includes use of the proprietary hoarder bar. The Services are designed to enable Customers to better track their business numbers and visually provide data in a user friendly format. Users are able to export their numerical data as entered into the app at any time. Provision of Services: The Service is provided to Users on a monthly subscription basis. Access to Services: User’s may access and use the Services solely for their own benefit and in accordance with the terms and conditions of this Agreement. Employees or Contractors: User’s may allow their own employees or contractors to use the Services, provided that the User remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement. Restrictions: Users will not, and will not permit any other party to reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, or copy or modify the Services in any way, or create any derivative work based on the Services. Trial Use Periods: User’s may use the Services for a period of 7 days at no charge prior to subscription. During this trial period, the User may use the Services in accordance with the terms and conditions of this Agreement. Trial Periods are permitted for User’s to determine whether to sign up for the subscription to the Services. If a User does not purchase a paid subscription at the end of the free 7 day trial period, this Agreement and the Customer’s right to access and use the Services will terminate at the end of the 7 day trial period. Notwithstanding anything to the contrary in this Agreement, Flippd will have no obligations to the User with respect to trial subscriptions.

Customer/User Obligations: Generally:
User is Solely responsible for the accuracy, content and legality of all User Data entered into the App. The User agrees to comply with all applicable laws and regulations in using the Service. Indemnification by Customer: Customer will indemnify, defend and hold harmless Flippd from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any inaccurate or fraudulent data provided by User. Aggregated Anonymous Data: Notwithstanding anything to the contrary as outlined in this Agreement, User agrees that Flippd may obtain and aggregate technical and other data about Customer’s use of the Services that is not personally identifiable. Flippd many use the Aggregated Anonymous Data to analyze, improve and otherwise support and operate the Services.

Security:
Flippd agrees to use commercially reasonably technical and organizational measures designed to prevent unauthorized access, use, or alteration of the Service. Flippd will have no responsibility for unauthorized third party access or other causes beyond Flippd’s control. Third Party Platforms: The Flippd App may support integrations with Third Party Platforms. In order for the Services to communicate with such Third Party Platforms, customers may be required to input credentials in order for the Service to work properly. By using the Services with any Third Party integration, the User authorizes Flippd to access these credentials for the purposes described in this Agreement. User is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms. Ownership: 7.1 Flippd Technology: This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the use of the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Flippd retains all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing. Except as expressly set forth in this Agreement, no rights of or in any Flippd Technology are granted to Customer.7.2 Feedback: Users may on occasion submit Feedback to Flippd. Flippd may freely use any Feedback provided in connection with the Service, for any reason at any time at the sole discretion of Flippd. Effect of Termination: Upon any expiration of termination of this Agreement, by either party, User will immediately cease any and all use of and access to the Services provided by Flippd, including, if necessary, deletion of the Application. Warranty Disclaimer: Your use of the Service is at your sole risk. The Service is provided on an “As Is” basis. To the maximum extent permitted by applicable laws, Flippd expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Flippd does not warrant that Customer’s use of the services will be uninterrupted or error free. Flippd does not warrant that will review User’s data for accuracy or that it will preserve or maintain any data without loss or corruption. Flippd will not be liable for the results of any communications sent or any communications that were failed to be sent using the Service. Flippd will not be liable for delays, interruptions, service failures, or other problems inherent in use of the app and electronic communications outside the reasonable control of Flippd. User may have other statutory rights, but the duration of such, if any, shall be limited to the shortest period permitted by law. Flippd will not be liable for any errors or omissions made by User in regards to inputting data, such as sales, costs, expenses, or any other such data that would be subject to federal, state, or local tax. Limitation of Remedies and Damages: 10.1 Consequential Damages Waiver. NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.10.2 Liability Cap: Each Party’s entire Liability to the other Party arising out of or related to this agreement shall not exceed the amount actually paid for the Services. Publicity: Flippd may, with User’s written consent, including e-mail or message, use Customer’s name to identify Customer as a Flippd User of the Service, including Flippd’s public website. Flippd agrees that any such use will be subject to Flippd complying with any written guidelines that Customer may deliver to Flippd regarding the use of its name and not be deemed Customer’s endorsement of the Service. Dispute Resolution: Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute").If e-mailing an Initial Notice of Dispute, it must be sent to support@getflippd.comIf mailing an Initial Notice of Dispute, it must be sent to: ATTN: LEGAL  P.O. Box 6982 Grand Rapids, MI 49516

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved via Arbitration.

Notwithstanding the above, Flippd may apply for injunctive remedies as necessary to protect the rights of any intellectual property belonging solely to Flippd.

Subpoenas:
Nothing in this Agreement prevents Flippd from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Flippd will use commercially reasonable efforts to notify Customer where permitted to do so.