Last Updated: July 11 2022
These are the terms and conditions of use flippedit.com/ (“Site”) as operated by Flippedit, Inc., located at 11731 Telegraph Road, Unit B, Santa Fe Springs, California 9067 (“Flippedit,” “we,” “us”, or “our”) and is a live marketplace that allows users to research, buy and sell certain goods. These Terms and Conditions of Use, our FAQ
s (the “FAQ
S”), and all other requirements posted on our websites, all of which are incorporated into these Terms and Conditions of Use by reference and as amended from time to time (collectively, “Terms”) describe the terms and conditions on which we provide our website (the “Site”), services, data, software, applications (including mobile applications) and tools (collectively “Services”) to you, whether as a guest or a registered user.
In these Terms, “you” and “your” refer to (a) you, the individual accessing and/or using the Services, (b) any electronic agent accessing the Sites and/or using the Services on behalf of an individual or business entity, and (c) the business entity on whose behalf an individual or electronic agent is accessing the Sites and/or using the Services.
By using our Sites and Services, or by clicking to accept these Terms, you accept and agree to be bound and abide by these Terms in full. If you do not agree to these Terms, do not use our Sites or any portion of the Services.
These Terms contain provisions that govern how claims between you and us are resolved (see Section 14, Disputes with Flippedit below). This includes an obligation to arbitrate certain claims through binding and final arbitration, unless you opt out of the arbitration when you sign up with us. Unless you opt out, you will only be permitted to bring claims against us and seek relief on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary injunctive, and declaratory relief) on an individual basis.
1. Changes to Terms and Policies.
We may in our discretion change these Terms (including the FAQ
s or any policy) at any time, but if we do, we will place a notice on our Site. We may also send you an email and/or notify you by some other means. Changes take effect on the date set out in the Terms. You should view these Terms often to stay informed of any changes that may affect you. YOUR CONTINUED USE OF THE SITE AND/OR SERVICES AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY OF THE CHANGES, YOU MUST CANCEL YOUR ACCOUNT AND NOT USE ANY PORTION OF THE SERVICES.
2. About the Flippedit Market.
The Site and Services are intended for use only by persons who are at least 18 years of age. By using the Site and Services you confirm that you meet this requirement and that, if you are under the age of 18, you have received permission from your parent or guardian before using the Site and Services.
Flippedit allows third party buyers to identify items they are interested in selling and for sellers sell their products on the Site and using the Services. Buyers and sellers must create an account to purchase or sell items on the Flippedit platform (see Section 3). Buyers and sellers can delete or deactivate their account by following the options available on our FAQ
page, as updated from time to time.
A further description of the live market process and the rules applicable to buyers and sellers is available on our FAQ
page, as updated from time to time. While Flippedit as the platform provider helps facilitate transactions that are carried out on the Flippedit platform, Flippedit is neither the buyer nor the seller of the seller’s products. Flippedit provides a venue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract formed at the completion of a sale for these third party products is solely between the buyer and seller. We do not set prices for the items and Flippedit is not an auctioneer.
The Services are not accessible to sellers or buyers located outside of the United States.
3. Accounts, Passwords, and Security
To buy or sell items, you must create an account using an email address and password or other account creation tools offered on the Services, such as a social media account. To sell or purchase items, you must create an account and have a valid credit card or other approved payment method on file with our third-party payment processors. You agree that we may charge your credit card or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms. When you register to create an account with us, you agree to provide accurate information about yourself and must not register under a false name or age or use an unauthorized payment method. If you use any Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify Flippedit immediately upon learning of any unauthorized use of your account or password, or any other unauthorized access or breach of security. However, you may be held liable for losses incurred by Flippedit or any other person or entity due to another person using your account or password. You may not use any other user’s account or password at any time without the express permission and consent of the holder of that account or password. You may not transfer or assign your account.
4. Fees and Taxes.
Fees for the Services, including applicable shipping fees, are described in our FAQ
5. Authentication, Shipping and Handling.
As part of the purchase transaction, the seller will ship the item to Flippedit and Flippedit will visually inspect the item and use commercially reasonable efforts to confirm it is authentic and meets our condition standards. If Flippedit determines the item is authentic and meets our condition standards, Flippedit will ship the item to the buyer. If Flippedit cannot reasonably confirm the authenticity of the item or determines it is not authentic or does not meet our condition standards, then we will notify the buyer and the seller that the item has not passed authentication and will issue a refund to the buyer. Additionally Flippedit has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. Flippedit policy requires sellers to ship items within the specified timeframe provided in the sale confirmation email after purchase. However, because Flippedit cannot control the amount of time it takes for the item to reach Flippedit, we cannot guarantee a specific delivery timeframe for any items and therefore, buyer is not permitted to cancel the purchase if the item does not ship from the seller within the specified timeframe in the sale confirmation email after purchase. Once we receive the item from the seller it generally takes 1-2 business days for us to authenticate the item and ship it to a buyer. If a buyer does not receive an item, the buyer shall promptly report the issue to Flippedit within 2 days of the latest estimated delivery date. Flippedit has the right, in our sole and absolute discretion to refuse to accept returns or other refunds and/or to charge restocking fees for returned or abandoned items. If a buyer or seller refuses to accept delivery of a package sent to his/her address on file, Flippedit will consider the property abandoned after thirty (30) days and may charge the buyer or seller Flippedit’s reasonable expenses incurred due to such refusal to accept delivery.
6. Counterfeits, Fraud, and Market Manipulation.
Flippedit takes counterfeiting, fraud and market manipulation very seriously. If a seller provides a counterfeit item or attempts to defraud any buyer or Flippedit, Flippedit reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of seller’s listings from the Services; (ii) cancel any or all of seller’s orders pending through the Services; (iii) withhold any payments due to seller; (iv) place limits on seller’s buying and selling privileges; (v) charge seller’s payment method for costs, expenses and fees incurred by Flippedit as a result of seller’s action or inaction, including charging seller for the cost of replacement items, the value of coupons and gift certificates provided to the buyer, reprinting fees incurred by Flippedit, rerouting charges imposed by carriers, and refunds to the buyer; (vi) ship the item back to the seller at the seller’s cost (including any customs and duties amounts incurred by Flippedit); (vii) provide the counterfeit items to law enforcement or destroy the counterfeit items, (viii) temporarily or permanently suspend seller’s account, and (ix) charge seller’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Flippedit’s sole discretion, as a service fee. Seller hereby agrees that each of the foregoing remedies are reasonable and justified upon Flippedit’s discovery of counterfeit items or fraudulent actions, even if those items or actions were not known by the Seller at the time to be counterfeit or fraudulent (e.g., negligent fraud). Seller understands and agrees that if we provide the counterfeit item to law enforcement, seller’s communications and any property claim with respect to that item must be solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud, which might result in cancellation of listings or sales or account suspension. If this occurs in error please contact us. We may also require additional identification information from you if you engage in certain high-value transactions or high overall payment volumes through Flippedit.
If a buyer receives an item that it believes to be counterfeit, the buyer must notify Flippedit in writing within 3 days after receiving the item, and we will commence an investigation into the item. The buyer shall cooperate with us in the investigation and final disposition of the item, including providing photographs and other evidence of the item, providing the item to law enforcement, destroying the item, or delivering the item back to us, at our direction. If we elect to have the buyer destroy the item, the buyer shall provide reasonable proof of destruction to us. We will refund all fees and costs paid by the buyer for the item (including shipping and handling). In no event may a buyer resell any item (on Flippedit or elsewhere) that is reasonably believed to be counterfeit.
Flippedit may monitor the integrity of the Flippedit marketplace and may take steps to protect the marketplace as determined by Flippedit in its sole discretion (e.g., if Flippedit believes a seller or buyer is engaging in market manipulation or fraud, including creating false or “dummy” accounts). If Flippedit believes that a seller or buyer attempts to interfere with the free and fair operation of the Flippedit marketplace, or creates artificial, false or misleading information, or information appearing to mislead with respect to pricing or demand for a product on the Flippedit marketplace (all of the foregoing in Flippedit’s sole discretion), then, without limiting any other rights of Flippedit, Flippedit reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of the user’s listings from the Services; (ii) cancel any or all of the user’s orders pending through the Services; (iii) withhold any payments due to the user; (iv) place limits on a user’s buying and selling privileges; (v) charge user’s credit card for costs, expenses and fees incurred by Flippedit as a result of the user’s actions; (vi) notify law enforcement of the fraudulent activity; (vii) temporarily or permanently suspend the user’s account, and (viii) charge the user’s credit card an additional service fee of up to $1,000 to cover Flippedit’s investigation fees and other related costs and expenses.
7. Seller Obligations.
By fulfilling a buyer’s order, you are making a binding offer to sell that specific item to a buyer who purchases the item for the price you have specified and to ship the item in accordance with our FAQ
as updated from time to time. When a seller accept’s a buyer’s offer, you are contractually and legally bound to deliver that exact item for the specified price. SELLERS MUST SHIP items via the shipping carrier designated by Flippedit within the specified timeframe provided in the sale confirmation email and must obtain a receipt from the shipping carrier to verify shipment of item. Flippedit will provide you with a shipping label with such carrier after you fulfill a buyer’s order. You are obligated to monitor your inventory and ensure all listings are accurate. Once an item is sold, under no circumstances may a seller cancel the listing. Failure to fulfill your orders will result in additional charges to you, including a minimum of $15.00 USD, or an amount up to 15% of the transaction amount, in Flippedit’s sole discretion. If a seller fails to deliver items to Flippedit in accordance with these Terms, Flippedit reserves the right to do any or all of the following, in its sole discretion: (i) charge seller’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Flippedit’s sole discretion, as a service fee: (ii) remove any or all of seller’s listings from the Services: (iii) cancel any or all of seller’s orders pending through the Services; (iv) withhold any payments due to seller; (v) place limits on seller’s buying and selling privileges; (vi) charge seller’s payment method for costs, expenses and fees incurred by Flippedit as a result of seller’s action or inaction, including charging seller for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Flippedit, rerouting charges imposed by carriers, and refunds to the buyer; and (vii) temporarily or permanently suspend seller’s account.
As a seller, you are required to ensure that the item you are listing exactly matches the image on the item page and meets the applicable Condition Standard. If Flippedit or a buyer reasonably determines that your item does not conform to the description (including, without limitation, meeting the applicable Condition Standard), or is counterfeit, then, in Flippedit’s sole discretion, we will charge your payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, as a service fee, plus additional amounts or, as determined in Flippedit’s discretion, charging you for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Flippedit. rerouting charges imposed by carriers, and refunds to the buyer. Flippedit has no obligation to return items to a seller that do not conform to the description (including, without limitation, meeting the applicable Condition Standard), or are counterfeit (in which case, Flippedit may turn those items over to the proper authorities) at your cost. Flippedit will pay you within a reasonable amount of time following completion of the sale, which occurs when the buyer receives the item. To get paid more quickly, ship your items immediately after you fulfill a buyer’s order.
Flippedit is acting solely as an intermediary between the sellers and the buyers. We do not assume any liability regarding the proper performance of the purchase agreement you may conclude with a buyer through the platform, except for Flippedit’s specific Services described in Section 2 of these Terms and Conditions. Professional sellers must comply with all laws and regulations applicable to the sale of their products on Flippedit’s live marketplace.
8. Buyer Obligations.
A buyer may place an order needing to be filled on an item for sale through the their admin portal. When a seller decides to fulfill either a part or the entire quantity of buyer’s order, the buyer is obligated to pay for that item. WHEN YOU LIST AN ORDER NEEDING TO BE FILLED, YOU ARE COMMITTING TO PURCHASE THE ITEM AS SOON AS SELLER’S DECIDES TO SELL AT YOUR PRICE AND YOU ACKNOWLEDGE THAT PAYMENT OF THE SALE PRICE WILL BE TAKEN FROM YOUR PAYMENT METHOD. In general, we charge your payment method immediately upon purchase and, when the transaction is complete, we pay the seller. You will not receive any interest on the purchase amount while the transaction is being fulfilled. You might be required to pay certain fees as described when listing your order on the website, as updated from time to time. If your payment fails or is rejected for any reason (e.g., purchase exceeds credit card limit, card is cancelled, chargeback is requested), Flippedit reserves the right to do any or all of the following, in its sole discretion: (i) charge buyer’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Flippedit’s sole discretion, as a service fee; (ii) remove any or all of buyer’s orders from the Services; (iii) cancel any or all of buyer’s orders pending through the Services; (iv) withhold refunds or payments due to buyer; (v) place limits on buyer’s buying and selling privileges; (vi) charge buyer’s payment method for costs, expenses and fees incurred by Flippedit as a result of buyer’s action or inaction: and (vii) temporarily or permanently suspend buyer’s account. ALL SALES ARE FINAL ONCE THE ITEM IS AUTHENTICATED AND DELIVERED, AND NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE ITEM. If you experience a problem with your purchase or an item, please contact us. If there is a problem with an item you received, you must contact us in writing within 3 days after receiving the item with a detailed description of the problem.
9. Limitations and Restrictions.
Flippedit does not provide any guarantee that items will be available or sell. During maintenance periods the Services (or portions thereof) may be temporarily unavailable. You must not and will not do any of the following:
- use our Services to solicit sales outside of Flippedit or to contact any user of the Services;
- use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services;
- upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
- engage in abusive treatment of other users of the Services or any Flippedit employee;
- create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Flippedit representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
- delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
- use any of the Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
- upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
- violate any applicable local, state, national or international law;
- upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party;
- delete or revise any material posted by any other person or entity;
- register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;
- harvest or otherwise collect information about others, including e-mail addresses;
- use Flippedit’s trademarks without our written permission;
- except to the extent permitted by applicable law (including, in the United States, the Copyright Act 1968 (Cth)), copy, reproduce, reverse engineer, modify, decompile, disassemble or otherwise attempt to derive source code from, create derivative works from, distribute, or publicly display any content (except for your information) or software from our Services without the prior express written permission of Flippedit and the appropriate third party, as applicable;
- commercialize all or any part of the Flippedit Services;
- use any modified versions of Services, for any reason whatsoever, without the express written consent of Flippedit;
- upload or distribute files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- use any robot, spider, scraper, or other automated or manual means to access our Services, or copy any information thereon, for any purpose without our express written permission;
- take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Services;
- attempt to gain any unauthorized access to the Sites or the Services, including computer systems, software, or networks;
- probe, scan, test the vulnerability of or breach the authentication measures of, the Sites or any related networks or systems;
- bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Services; or
- do anything else that we determine, in our sole discretion, misuses the Services or otherwise negatively impacts our marketplace.
Flippedit reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or account. Flippedit may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by applicable law, Flippedit reserves the right at all times to disclose any information as Flippedit deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Flippedit’s sole discretion. You also agree to reimburse Flippedit for any damage, loss, cost or expense Flippedit incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Services for any unlawful or prohibited purpose.
10. Intellectual Property.
You acknowledge and agree that (i) our patents, copyrights, trademarks, service marks, trade secrets and other intellectual property (collectively, “Intellectual Property”) are our sole property, and (ii) nothing in these Terms shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of our Intellectual Property. Without limiting the previous sentence, the Services, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of Flippedit or its licensors or suppliers, and are protected by U.S. and international intellectual property laws (including copyright and trademark laws). The compilation (meaning the collection, arrangement, and assembly) of all content associated with the Services is the exclusive property of Flippedit and protected by U.S. and international intellectual property (including copyright) law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content through our Services is strictly prohibited.
Flippedit grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Sites and the Services solely for your personal or internal use and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Sites, the Services, or any other content available via the Sites or the Services. All rights not expressly granted to you in these Terms are reserved and retained by Flippedit.
11. User Content.
If you provide us with any text, graphics, photos or other materials or content (“User Content”), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, through the Services, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe. You further agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If Flippedit does decide, in its sole discretion, to attribute User Content to you, you hereby grant Flippedit the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You hereby agree to waive all claims of moral rights associated with being the author of User Content, and to consent to Flippedit doing all acts that would otherwise constitute an infringement of your moral rights, as well as waive the right to inspect or approve the finished video, photograph, sound track, web site, advertising copy or printed matter that may be used in conjunction therewith or to the eventual use in any media that it might be applied. The rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content.
You agree that Flippedit (i) is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content; (ii) is under no obligation to post, display or otherwise use any User Content; (iii) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of the rights granted under this Section, even if Flippedit receives compensation therefrom; (iv) has the right (but not the obligation) to monitor the User Content that you or third parties post, and to alter or remove any such User Content; and (v) has the right to disclose User Content and the circumstances surrounding its transmission to any third party in order to operate the Services, to protect ourselves and third parties, and to comply with legal obligations or governmental requests.
You are prohibited from posting any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. You shall be solely responsible for your own User Content and the consequences of posting or publishing it.
You represent and warrant that any information you provide to us, to other users, or to visitors, including but not limited to User Content, (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) doesn’t involve the sale of counterfeit or stolen items; (d) doesn’t infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) is yours or you have the necessary licenses, rights, consents, and permissions to such information and to grant the rights and licenses to Flippedit under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all such information in the manner contemplated in these Terms; (f) doesn’t violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (g) doesn’t contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (h) is not intended to circumvent or violate the letter and spirit of these Terms and the lawful functioning of Flippedit’s marketplace.
You further represent and warrant that you have the written consent, release, and/or permission of each and every person identified in any information you provide, including but not limited to User Content, to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/or permission of such minor’s parent or legal guardian.
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Flippedit, you acknowledge and agree that: (a) your Contributions don’t contain confidential or proprietary information; (b) Flippedit isn’t under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Flippedit shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (d) Flippedit may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Flippedit without any obligation of Flippedit to you; and (f) Flippedit is free to use any ideas, concepts, or techniques that you send Flippedit for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (g) you aren’t entitled to any compensation or reimbursement of any kind from Flippedit under any circumstances.
You shall indemnify, defend and hold Flippedit and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns (a) your listing or sale of any counterfeit, stolen, or illegal merchandise or goods, (b) your breach of any provision of the Terms (including the N FT Terms and Vault Terms), (c) your improper use of the Services, including any improper use of the Services related to NFTs, the Vault Services, or Stored Items, (d) your violation of any law or the rights of a third party, or (e) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.
13. Disclaimer of Warranties; Limitations of Liability.
You covenant not to sue Flippedit, and agree that you will not hold Flippedit responsible, for other users’ content, actions, or inactions. Flippedit is a marketplace for consumer goods. You acknowledge that you are buying items from a third party, not Flippedit. While we may help as your commercial agent facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, listings, and/or items listed or sold. If you have a dispute with one or more users, as a buyer or seller, you release and covenant not to sue Flippedit, its affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any wav connected with such dispute. In entering into this release you expressly waive any protections (whether statutory or otherwise - e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
FLIPPEDIT AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS, ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND SERVICES, INCLUDING THE VAULT SERVICES AND NFTS, ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. FLIPPEDIT PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER. FLIPPEDIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS. FLIPPEDIT SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM OR THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS.
YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICE AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FLIPPEDIT (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) MAKES NO WARRANTY OR GUARANTIES OF ANY KIND WITH RESPECT TO OUR SERVICES, ANY ITEMS, ANY USER CONTENT, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLIPPEDIT (INCLUDING OUR AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD FLIPPEDIT RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM (A) THE USER CONTENT YOU PROVIDE USING THE SERVICES, OR CONTENT OF THIRD PARTIES (B) YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR USE THE SERVICES, OR RELIANCE ON THE SERVICES (INCLUDING THE VAULT SERVICES AND NFTS); (C) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY FLIPPEDIT, (D) DELAYS OR DISRUPTIONS IN OUR SERVICES, (E) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SERVICES OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR SERVICES; (F) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SERVICES, (G) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF ANY SERVICE. (H) THE CONTENT. ACTIONS. OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING OUR SERVICES OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS, (I) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT, (J) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICES, OR (K) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS. AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES. UNDER NO CIRCUMSTANCES SHALL FLIPPEDIT, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE VAULT SERVICES, NFTS, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (K) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL FLIPPEDIT, EVEN IF FLIPPEDIT WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
WITHOUT LIMITING ANY OF THE FOREGOING, IF FLIPPEDIT, ITS CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES (INCLUDING IN CONNECTION WITH NFTS, STORED ITEMS, OR THE VAULT SERVICES), FLIPPEDIT AND SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) USD $100.
14. Disputes with Flippedit.
You and Flippedit agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services, will be resolved in accordance with the provisions set forth in this Section 14. PLEASE READ THIS SECTION CAREFULLY; IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND FLIPPEDIT HAVE AGAINST EACH OTHER ARE RESOLVED.
You agree that, except to the extent inconsistent with the Federal Arbitration Act (“FAA”) or preempted by federal law, the laws of the State of Cakufirbua, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Flippedit. Legal notices shall be served on Flippedit’s national registered agent (in the case of Flippedit) or your email address on file with us (in your case). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.
You and Flippedit each agree that any and all disputes or claims that have arisen or may arise between you and Flippedit relating in any way to or arising out of the Terms or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matters remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of this Agreement to Arbitrate.
IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATION DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY
PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF (THE “CLASS ACTION WAIVER”). YOU AND FLIPPEDIT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND FLIPPEDIT AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER FLIPPEDIT USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND FLIPPEDIT’S RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.
Arbitration Procedures. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should also apply the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to the interpretation or enforceability of the CLASS ACTION WAIVER will be resolved by a court of competent jurisdiction. Other than issues related to the CLASS ACTION WAIVER, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the Terms is void or voidable.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s Supplementary Rules for Class Arbitrations will not apply. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under the Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”), available by contacting us. A Notice to Flippedit should be sent to 11731 Telegraph Road, Unit B, Santa Fe Springs or via email to support@Flippedit.com. Flippedit will send any Notice to you to the physical address we have on file associated with your Flippedit account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and Flippedit are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Flippedit may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Flippedit at the following address:11731 Telegraph Road, Unit B, Santa Fe Springs attn: Legal Department. In the event Flippedit initiates arbitration against you, it will send a copy of the completed form to any physical address we have on file associated with your Flippedit account (or your email address if no physical address is on file). Any settlement offer made by you or Flippedit shall not be disclosed to the arbitrator.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Flippedit may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Flippedit subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Flippedit may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Flippedit users, but is bound by rulings in prior arbitrations involving the same Flippedit user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
c. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate.
d. Severability. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
e. Opt-Out Procedure. If you are a new user of our Services, you can choose to reject this Agreement to Arbitrate by notifying us in writing that you opt-out (“Opt-Out Notice”). Your Opt-Out Notice must be postmarked no later than 30 days after the date you accept the Terms for the first time. You must mail your Opt-Out Notice to: Flippedit LLC, 11731 Telegraph Road, Unit B, Santa Fe Springs attn: Legal Department.
Your Opt-Out Notice should state that you opt-out of this Agreement to Arbitrate and provide your name, address (including street number and address, city, state, and zip code), phone number and the email address(es) used to log in to the Flippedit account(s) to which the opt-out applies. You must sign and date the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
f. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and Flippedit prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Flippedit. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on https://flippedit.com/terms at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.
15. DMCA Notice.
If you’re a copyright owner or an agent of a copyright owner and believe that any User Content infringes upon your copyrights. you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Flippedit’s Copyright Agent with the following information in writing, (pursuant to 17 U.S.C. 512(c)(3)):
a. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Flippedit, the service provider, to locate the material;
d. Information reasonably sufficient to permit Flippedit to contact you, such as an address, telephone number, and, if available, an email address;
e. A statement by you 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 the law; and
f. A statement, under penalty of perjury, that the information in the notification is accurate that you’re authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must provide notice of claimed infringement to Flippedit’s designated Copyright Agent at 11731 Telegraph Road, Unit B, Santa Fe Springs email: email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address(es) listed above:
- Your physical or electronic signature;
- Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Santa Fe Springs, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by Flippedit’s Copyright Agent, Flippedit may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Flippedit’s sole discretion.
16. Dwolla Accounts.
17. Electronic Communications.
When you use the Services, or send e-mails, text messages, and other communications from your computer or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication. When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Flippedit to send you information that we think may be of interest to you, which may include Flippedit using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Flippedit, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Flippedit.
You agree to indemnify and hold Flippedit harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
18. Typographical Errors.
The Sites and the Services could include technical inaccuracies or typographical errors. Flippedit shall have no liability in connection with any such inaccuracies or errors, nor shall Flippedit have any obligation to identify and/or correct any such inaccuracies or errors.
19. Links to Other Websites.
For your convenience, certain hyperlinks may be provided on the Sites and Services that link to other websites or social media platforms which are not under the control of Flippedit (the “Linked Websites”). Flippedit does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Flippedit disclaims all liability for such Linked Websites, for all access to and use thereof, and for use of the links to such Linked Websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. You agree that you will bring no suit or claim against Flippedit arising from or based upon any such use of any Linked Websites. Hyperlinks to such Linked Websites on the Sites and Services do not imply that: (a) Flippedit is affiliated or associated with any Linked Website: (b) Flippedit is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Site is authorized to use any trademark, trade name, logo, or copyright symbol of Flippedit.
20. Your Personal Information.
21. Disclaimer of Third Party Information.
To the extent that any information, material, or functionality on the Services is provided by third party content providers (“Third Party Materials”), Flippedit has no editorial control or responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services or other Third Party Materials are those of the applicable third party. Flippedit does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third Party Materials will not infringe rights of third parties not owned by or affiliated with Company.
These Terms and all terms and policies posted through our Services (as each may be revised and amended from time to time according to their respective terms) constitute the entire agreement between you and Flippedit relating to your use of our Services, and supersede all prior understandings and agreements parties. You consent to receive notice by email to the address provided at registration. If any provision of the Terms is held to be invalid, void, or unenforceable under any circumstances, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of the Terms. Any waiver of any provisions contained in these Terms by Flippedit shall not be deemed to be a waiver of any other right, term, or provision of these Terms. Any rights not expressly granted herein are reserved. Flippedit may assign or transfer our rights and obligations under these Terms at any time. You may not assign or transfer your rights or obligations under these Terms, or any of your rights or obligations, without the prior written consent of Flippedit, which we can refuse in our sole discretion. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms, your use of the Services, or the provision of our Services. You may not enter into any contract on our behalf or bind us in any way. These Terms are for your benefit only, not for the benefit of any third party except for Flippedit’s permitted successors and assigns. These Terms shall be governed by the laws of the State of California, USA, without regard to conflicts of laws provisions, and except as described in Section 14 exclusive venue is in the federal and state courts located in Santa Fe Springs, CA, USA. By using the Flippedit website or acting as a buyer or seller you expressly agree to the governing law and venue provision of these Terms, irrespective of the state or country in which you reside. The parties each hereby disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
23. Mobile Applications and In-App Purchases.
Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-services/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html). Flippedit is not a party to any In-App Purchase.
24. Apple App Store
These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:
Both you and Flippedit acknowledge that the Terms are concluded between you and Flippedit only, and not with Apple, and that Apple is not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferrable, non- sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
You will only use the Application in connection with an Apple device that you own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
You acknowledge and agree that Flippedit, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Flippedit, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and Flippedit acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
Both you and Flippedit acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL-TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
25. Ranking Information.
Buyers can list items they want to buy on and purchase sellers’ products on the Sites by browsing through products by product category (for example, sneakers, streetwear and collectibles), and by entering a specific query in the search box available. The main factors Flippedit considers when presenting results on the Sites’ main web-pages and product category pages are popular brands (based on views for those brands), popular products (based on views for those products), new highest orders (the products with the most recently listed highest orders). The main factor Flippedit considers when presenting results on the Sites’ individual brand pages and in response to specific search queries is popular products (based on views for those products). If a customer is logged in to their account, there will also be a section presented to the customer with recommended products based on that customers’ clicks on the Sites.
26. Access to data.
Sellers will have access to certain data through their online profile. This includes, for example, detail on their own sales history, including previous orders. Sellers can request access to data about them after deactivating or terminating their account which Flippedit may be able to provide, provided that the data is still available, and it is permitted to do so under applicable law. Sellers will not have access to any personal data provided by buyers. Sellers will also have access to certain data that is publicly made available on the Sites. This includes, for example, order prices, product descriptions and the relative popularity of products sold on the Sites.
28. Plaid Inc.