Last Modified: Feb 5 2020

These Customer Terms of Service (these “Customer Terms”) describe your rights and responsibilities when using the mobile and/or web-based software platform and related services (the “Services”) offered by FLIP YOUR BUSINESS, Inc. d/b/a FLIP YOUR BUSINESS INC (or its successors or assigns) (“FLIP YOUR BUSINESS INC”, “we”, “our”, or “us”). These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together with all documents referenced herein form the “Agreement” between Customer and us.

By submitting this request, I am confirming the following:

Accuracy: the information I have provided is true and accurate;

OneTrust role: that I understand this service is provided by OneTrust on behalf of FLIPYOURBUSINESS and that once OneTrust provides my request to FLIPYOURBUSINESS, OneTrust will not retain a record of my request;

Privacy: that I understand the information will be handled by OneTrust in accordance with its Privacy Policy and by FLIPYOURBUSINESS in accordance with its Privacy Policy;

Contact: that FLIPYOURBUSINESS has the right to contact me to verify my identity and to process this request.

Please read these terms carefully to ensure you understand each provision. These Customer Terms contain a jury trial waiver provision and a mandatory arbitration provision. If you access or use the Services, or if you click a button or check a box titled “I Agree” or something similar, you acknowledge your understanding of the then-current Agreement and agree to the Agreement. Plain language summaries have been provided throughout the Agreement for your convenience to help clarify certain terms. You acknowledge and agree that these plain language summaries are provided as a courtesy only and are not a substitute for reading the Agreement in its entirety.

1. How Our Services Work

Plain Language Summary: This section provides an overview of how FLIP YOUR BUSINESS INC’s online marketplace for commercial real estate works, and describing certain other features and functionality of our Services

1.1. Generally

The Services are a set of tools to assist stakeholders in the commercial real estate industry. Our stakeholders include commercial real estate brokers, buyers, sellers, lessors, lessees, lenders, etc. Key aspects of our offering include an online marketplace, property listing page, due diligence vault, solicitation for offers, closing checklist, among others. Ultimately, however, all such transactions are themselves governed by purchase and sale agreements or other transaction documents between buyers, sellers, lessors, lessees, brokers, and other involved parties (“Transaction Documents”). From time to time we may also provide other paid products and services, such as comparison data reports.

1.2. Relationship Between Users And Us

The Services simply offer tools to help you through the commercial real estate purchase/sale process and the leasing process; we are not a party to, nor are we responsible in any manner for, any such transaction, whether or not you use the Services, and we are not licensed real estate brokers.

Because we are not licensed real estate brokers, we require that any seller or lessor offering a property via the Services be represented by a broker unless the seller or lessor is a licensed real estate broker or unless otherwise unnecessary. Sellers and lessors may, in their sole discretion, offer commissions for properties subject to the seller’s or lessor’s terms and conditions.

We have no responsibility for any information provided by third-parties, including but not limited to buyers, sellers, lessors, lessees, brokers, and other involved parties. Without limiting the generality of the foregoing, each buyer and lessee is solely responsible for conducting all necessary due diligence activities regarding any property, which may include title and legal status, current and potential valuations, physical condition and aesthetic/tenant improvement attributes, environmental reports, encumbrances, rent roll and pending lease negotiations, tenant defaults or issues and any other pertinent information. Buyers and lessees are encouraged to consult with licensed professionals to review all relevant information, records, and reports. Buyers and lessees assume all risk and potential liability related to due diligence activities. We do not verify the completeness or accuracy of any information or materials provided by sellers, lessors, or brokers.

Any disputes between users of the Services are solely between such users. You acknowledge and agree that we have no obligation or responsibility in connection with any such disputes.

2. General Provisions

2.1. Customers, Authorized Users, And Customer Content

Plain Language Summary: This section describes in more technical legal terms your relationship to us. Users of the Services can submit different types of content via the Services, which may include personal data and other tangible materials.

“Customer” or “you” is you, the individual entering into the Agreement on your own behalf or the entity on whose behalf you are entering into this Agreement. If you would like to purchase a paid membership to the Services, please contact us at upgrade@FLIP YOUR BUSINESS INC.com. If you have purchased a paid membership and your Order Form permits you to authorize additional individuals to use the Services via your membership (each such individual, an “Authorized User”), then you may do so. Each Authorized User must agree to this Agreement when setting up an account and accessing or using the Services, and each Authorized User’s right to use the Services terminates automatically upon the termination of your paid membership.

Only you may use your account. You may submit content or information to the Services, which includes Personal Data (defined below) and User Content (defined below) (“Customer Content”). You are solely responsible for all of the acts and omissions of anyone using your account in relation to the Services and the Agreement, including without limitation any Customer Content submitted through such account. The Services are not intended for and should not be used by anyone under the age of 13.

2.2. Memberships

Plain Language Summary: Certain features and functionalities of our Services are offered only to users who pay for a membership and users they authorize to access the Services through their membership. Membership terms are laid out during onboarding (whether via the Services or a separate paper process).

A membership allows you and your Authorized User(s) (if any) to access the Services. Memberships may be free or paid depending on your relationship with us. Paid memberships allow you to access additional or different features and functionalities, while free memberships provide limited access to the Services. A membership may be procured through the Services interface, or in some cases, via an order form entered into between you and us (each an “Order Form”). Paid memberships commence when we make them available to you. Paid memberships continue for the term specified in the Services or in the Order Form, as applicable (which term may be variable if the Order Form provides for one-time or other limited-time use), and free memberships continue until terminated (in each case, the “Membership Period”).

2.3. Payments

Plain Language Summary: For paid memberships or products and services that we offer for a fee, fees are specified in the Services or in an Order Form and are generally non-refundable.

If you have purchased a paid membership for the Services or have otherwise purchased access to certain paid features and functionalities of the Services, the applicable fees are specified in the Services interface or in an Order Form. Except as set forth in Section 4, payment obligations are non-cancelable and fees paid are non-refundable. Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payments to us be subject to withholding tax by any government, you will reimburse us for such withholding tax.

2.4. Beta Products

Plain Language Summary: Sometimes we like to roll out new beta features to select users of the Services to see whether they’re worth rolling out to everyone. If we make these features available to you, they’re made available “as is” without any sort of warranty.

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available on an “as is,” and “as available" basis and, to the extent permitted under applicable law, without any warranties or contractual commitments we make for other Services.

2.5. Feedback

Plain Language Summary: We love receiving feedback from our users on how we can improve our products and services. If you provide us with any feedback, you give us the right to implement that feedback without any further obligation to you.

You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation, whether to you or anyone else, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of the submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our personnel, or obtained from sources other than you. For purposes of clarity, we have no obligation to implement or make any changes to the Services based on any Ideas you provide us.

2.6. Privacy Policy And Protection Of Personal Information

1. Introduction

This policy describes how FLIPYOURBUSINESS collects, shares, and uses your information when you access our services. This policy applies to all of the products and services owned and operated by FLIPYOURBUSINESS Labs Inc., FLIPYOURBUSINESS Brokerage Inc., and FLIPYOURBUSINESS Brokerage LLC, including the content, features, data, and software available on www.FYBN.app ,our mobile applications, and other websites or applications that we operate (“Services”).

2. The Kinds of Information We Collect

A. Information You Provide

We collect content, images, and other information you provide to us when you access our Services, including when you complete webforms on www.FYBN.app or in our mobile application; create an account with us; communicate with us about our Services via comments, direct message, e-mail, SMS message, or telephone; or respond to one of our surveys. When you upload photos of your BUSINESS to our website, we can see the photo and the metadata that accompanies the image file. Please do not upload BUSINESS photos with people or other identifying personal information in them.

Categories of information you may choose to provide to us include:

  • Your name, address, telephone number, and e-mail address;

  • Your account log-in details;

  • Financial information, including bank account and real estate financing information;

  • Details about your BUSINESS and neighbourhood;

  • Circumstances related to your purchase or sale of a BUSINESS that might help us tailor our Services to you;

  • BUSINESSES you visit or view on our website or mobile application and your opinions about those BUSINESSES;

  • Reviews or comments you leave on our website, mobile application, or on other public websites;

  • Your driver’s license or state ID information;

  • Real estate offer letters;

  • Citizenship status (for tax calculation purposes); and

  • Marital status (for tax calculation purposes).

  • B. Information We Collect From Your Device(S)

  • We may collect the following information from the device that you use to access our Services:

  • Device attributes such as the operating system, hardware and software versions, battery level, signal strength, bandwidth, available storage space, browser type, app and file names and types, and plugins;

  • Information about operations and behaviours performed on the device, such as mouse movements (which can help distinguish humans from bots) or whether a window is in the foreground or background;

  • Identifiers unique to you, your device, or your account(s), such as device IDs, advertising IDs, and other similar static ID numbers such as those from apps or accounts you use;

  • Information you allow us to receive through device settings you turn on, such as access to your GPS location;

  • Network and connection information such as the name of your mobile operator or ISP, language, time zone, mobile phone number, and IP address; and

  • Data from cookies, tags, pixels, web beacons, and log files stored on your device, including cookie IDs, page views, how often you visit our website or mobile application, and links you click on. Please note our Services do not support Do Not Track signals from your browser.

  • We generally use this information for your convenience and to improve our Services. For instance, we may use it to:

  • (i) remember your information so that you do not have to re-enter it;

  • (ii) provide you with customized content and information, including advertising;

  • (iii) monitor the effectiveness of our Services;

  • (iv) monitor aggregate metrics such as total number of visitors, traffic, and usage patterns; and

  • (v) diagnose or fix technology problems.

  • C. Information We Collect When You Call Us

  • We may record telephone calls between you and our customer service team. We do this to make sure we provide you with the best possible service. Our customer service team members also enter certain information you provide into our customer service databases to ensure continuity and consistency throughout your experience with FLIPYOURBUSINESS.

  • D. Information We Collect From Partners, Service Providers, And Affiliated Businesses

  • We may collect information about you from our partners, service providers, and affiliated businesses in order to provide the Services, along with certain related products and services such as BUSINESS financing, BUSINESS owners insurance, title insurance, escrow services, BUSINESS builder partnership programs, real estate agent partnership programs, and, in cases where FLIPYOURBUSINESS is not able to buy your BUSINESS, access to other potential purchasers or brokers, or to listing agents who may be able to help with your BUSINESS sale. Information we gather about you from our partners, service providers, and affiliated businesses may include:

  • Multiple Listing Service (MLS) information about your BUSINESS or the BUSINESS(s) you are interested in buying;

  • Prequalification letters from financial institutions (with your consent);

  • Construction or purchase contracts (with your consent);

  • Verification of your identification and a risk score about you prior to allowing you smart-lock-enabled entry into an FLIPYOURBUSINESS-owned BUSINESS;

  • Information related to completion of the construction of your new BUSINESS (if you are working with a BUSINESSbuilder and you agree);

  • Information about the condition of, and repairs to, your BUSINESS and property;

  • Information related to your BUSINESS purchase, sale, moving dates, and financing in connection with helping us facilitate “trade-in” deals;

  • Information about whether you may need BUSINESS owners insurance; and

  • Information about how you engaged with an FLIPYOURBUSINESS advertisement or social media post.

  • E. Information We Collect From Public Sources

  • Much of the information necessary to help you buy or sell your BUSINESS is available from public government sources. We sometimes collect information from these sources so that you do not have to spend time looking for and aggregating it for us. For example, we may collect the following information about you and your BUSINESS from public sources:

  • Tax assessments of your property;

  • The school district and public transportation available near your BUSINESS;

  • Information contained on the deed to your property, such as name, address, liens, encumbrances, and title;

  • Sale prices of BUSINESSES similar to your BUSINESS (called “comparables”);

  • The number of bedrooms and bathrooms in your BUSINESS;

  • Whether your BUSINESS has access to features like a beach, boat dock, or parking garage;

  • Whether your BUSINESS is in an earthquake or flood zone or has any other condition that would affect its market value;

  • Permits issued for remodels and additions;

  • The finished and unfinished square footage of your BUSINESS; and

  • The year your BUSINESS was built.

  • F. Information We Collect Through Our Mobile Applications

  • When you access our Services through our mobile applications, we may receive certain mobile device data such as a unique identification number associated with your device, your device type and manufacturer, your mobile carrier, subscriber status, payment method, phone number, caller ID data, and, depending on your mobile device settings, your location information, including GPS coordinates.

  • We generally collect this information to provide and improve your experience with the Services and to verify the identity and location of people who access FLIPYOURBUSINESS BUSINESSES. This helps us keep you and our properties safe. When you first launch our application or when you use it to visit an FLIPYOURBUSINESS BUSINESS, you may be asked to consent to allow us to access your geographic location. If you initially consent to this and change your mind, you can revoke your consent by changing the geolocation preferences in your device settings. Or, if you prefer, you can follow the standard uninstall process to remove our application from your device.

  • G. Information We Collect When You Visit An FLIPYOURBUSINESS BUSINESS

  • If you use our application to unlock an FLIPYOURBUSINESS BUSINESS, we will know the date and time the BUSINESS was unlocked. Some of our BUSINESSES also have additional monitoring technologies such as motion sensors that tell us when there is activity in a house and video cameras monitored by a security service provider.

  • We may also request that you use your smart device to verify your identity by uploading an image of a government ID before we remotely unlock a BUSINESS. We use an identity verification service provider to manage our ID verification. FLIPYOURBUSINESS does not maintain a copy of your ID after you upload it and typically would only obtain it from our identity verification service provider in connection with a significant trust and safety incident or if requested by law enforcement. We do, however, retain certain information obtained from the ID such as your name, address, and whether you are over the age of 18 (but not your specific date of birth).

  • There are some situations where we cannot get enough information from you to remotely unlock the door to one of our BUSINESSES using a smart lock. When this happens, you can still tour the BUSINESS with the help of a real estate agent.

  • 3. How We Use This Information

  • A. To Provide Our Services To You

  • We use the information that we collect about you to deliver our Services, including to personalize features and content to you. We use the information you provide to give you options for BUSINESS buying and selling that may be relevant to your individual circumstances. As discussed in more detail below, you have choices about how and whether we process some of your information

  • B. To Learn About The BUSINESS You May Want To Sell Or Buy

  • We use information you provide to us about your BUSINESS or the type of BUSINESS you are interested in buying and, in some cases, combine it with information from MLSs and public property and tax records to help us provide the Services to you. Before you sell your BUSINESS to us, we will examine photos of your BUSINESS that you upload and review information about the condition of your BUSINESS provided to us by our BUSINESS assessors. If you are interested in buying a BUSINESS using our Services, we may consider property profiles that you have “liked,” rated, or otherwise indicated your interest in through our website or mobile application to try to match you with BUSINESSES you might want to purchase.

  • C. To Keep You, Your Information, And Our Properties Safe

  • FLIPYOURBUSINESS cares about your safety. We use the monitoring and identity verification technologies described above to help keep you safe when you visit an FLIPYOURBUSINESS BUSINESS and to prevent property damage and fraud.

  • D. To Advertise Our Services

  • We may use information collected about you to provide you with relevant information about additional Services that FLIPYOURBUSINESS or our affiliated companies offer, such as our trade-in program, BUSINESS financing, BUSINESS owners insurance, and title insurance services. Specifically, we use information about how you interact with our website and mobile application, combined with information you provide us and information we collect from other sources, to serve you relevant advertising.

  • E. To Do Market Research

  • We are constantly striving to improve our customer experience. We conduct research into all aspects of the BUSINESS buying and selling process to try to identify ways to make it better. Sometimes we use partner companies to conduct surveys of willing participants who offer suggestions as to how we might improve our Services. We also aggregate and analyze consumer information that we collect on our website, mobile applications, and from conversations with our customer service representatives to identify trends which inform how we change and grow.

  • F. To Support Information Security And Debugging

  • We may use information about you and your use of the Services to detect security incidents, protect against malicious, fraudulent, or illegal activity, and improve the security of our systems. We may also use this information to debug our Services to identify and repair errors that impair existing intended functionality.

  • G. In Connection With A Dispute

  • We may use personal information to prosecute or defend against claims in court and other dispute resolution forums.

  • 4. Why and How We Share Your Information

  • A. With Your Consent

  • We may share your information when you specifically direct us to do so. Examples of situations where we share your information with your consent include:

  • Agent partnerships . FLIPYOURBUSINESS works with both consumers and real estate agents. We may share your information with our agent partners, to the extent you’ve specifically authorized us to do so, in order to pair you with an agent who can help you through the BUSINESS buying or selling process.

  • Builder partnerships . FLIPYOURBUSINESS partners with BUSINESS builders to provide buyers who are purchasing new BUSINESSES from these builders with the opportunity to request offers from FLIPYOURBUSINESS for their current BUSINESSES. When you authorize us to do so, we may share your information with our BUSINESS builder partners.

  • Financing providers . If and to the extent you authorize us to do so, we may share your information with BUSINESS financing providers, including FLIPYOURBUSINESS BUSINESS Loans LLC and other third-party lenders.

  • Other potential BUSINESS buyers. Sometimes FLIPYOURBUSINESS is not able to purchase a BUSINESS. In these instances, we may work with other potential BUSINESS buyers, including institutional buyers, to try to find a purchaser for the BUSINESS. In other cases, we may determine that one of our BUSINESS buyer partners may be able to make a better offer for your BUSINESS than FLIPYOURBUSINESS. In these circumstances, with your consent, we may share your information with these potential buyers .

  • Escrow and title . With your consent, we may share your information with BUSINESS escrow and title insurance providers.

  • Other related partners with whom you ask us to share your information . FLIPYOURBUSINESS will share your personal information with other parties at your direction.

  • B. With Our Affiliated Companies

  • We may share your information between our affiliated companies to the extent allowed by law. For instance, if you sell your BUSINESS to FLIPYOURBUSINESS or purchase a BUSINESS using our Services, we may share your information with our affiliated BUSINESS insurance agency, Digital FLIPYOURBUSINESS Insurance Services LLC for the purpose of marketing BUSINESSowners insurance services to you.

  • C. With Service Providers Who Facilitate Our Ability To Provide You With The Services

  • We may share your information with service providers, including payment processors, technology and infrastructure providers, digital communications services, commercial data and market research analysts, consumer report providers, auditors and accountants, physical site security providers, IT security and bug-fix partners, and other providers, who perform services for and on behalf of FLIPYOURBUSINESS for the sole benefit of us and our customers.

  • D. With Service Providers Who Facilitate Our Ability To Provide You With The Services

  • We may share your information as necessary to respond to legal process or to regulatory authorities (such as pursuant to a subpoena, warrant, investigative demand from law enforcement, regulators, or others; national or international security letters; etc.); to investigate, prevent, or take action regarding suspected or actual illegal activities (including fraud or stalking) and security or technical issues; to respond to or participate in commercial disputes (e.g., lawsuits or investigations); or to protect against fraud, claims, or other liability or harm to you, us, or others.

  • 5. When Third Parties Benefit from FLIPYOURBUSINESS Sharing Your Information with Them

  • A. “Selling” Your Data

  • FLIPYOURBUSINESS is not a data broker. However, in some circumstances we share your information with third parties not owned by or co-branded with FLIPYOURBUSINESS that benefit directly from our sharing your information with them. We want you to be aware of these sharing arrangements so that you can exercise your rights to opt-out of such sharing, as described in Section 7, below.

  • Social media . If you buy or sell a BUSINESS with FLIPYOURBUSINESS, we may provide information about you to social media networks who will use it to better target our advertising to you and other social media users similar to you (e.g., same age, geographic area, etc.) who may benefit from our Services.

  • Tour assistants . If you are in the market to purchase a BUSINESS, we may share your information with tour assistants in your area who can show you non-FLIPYOURBUSINESS BUSINESSES.

  • Third-party BUSINESS buyers . If FLIPYOURBUSINESS cannot purchase your BUSINESS, or if we determine one of our BUSINESS buyer partners may be able to make a better offer for your BUSINESS than FLIPYOURBUSINESS, we may share your personal information with these potential buyers.

  • BUSINESS insurance agencies . If your real estate transaction is such that you may need BUSINESS owners insurance, we may share your information with BUSINESS owners insurance agencies and those agencies may reach out to you directly to offer you a quote.

  • Vendor due diligence .If you are an individual or business wishing to provide services to FLIPYOURBUSINESS, we may share your information with a due diligence service as part of our obligation to perform vendor due diligence. The due diligence provider may use this information to inform and further refine its risk analysis tools.

  • 6. How We Protect Your Information

  • A. Safeguards

  • We use commercially reasonable physical, electronic, administrative, and procedural safeguards to preserve the integrity, confidentiality, and security of all personal information collected through the Services. However, no security measure, system, or control is infallible. Therefore, like all businesses, we cannot guarantee that our systems are invulnerable to attack or misuse.>

  • B. Your Role

  • You have a major role in the security and privacy of your own information. For example, you should not provide us with personal information that we do not request. Additionally, you are responsible for controlling access to any personal computing device through which your information may be stored or accessed. You are also responsible for safeguarding any passwords or other log-in credentials that may be used to access your information, including in the FLIPYOURBUSINESS environment. We recommend that you log out of any account when you are done using it.

  • C. Third Parties

  • Please remember to review the privacy settings and security policies of third-party sites and services that you use, such as social networks. We are not responsible for the privacy or security measures of any third party.

  • D. Incident Response

  • In the event that the security of any personal information under our control is compromised, we will take reasonable steps to investigate and mitigate the situation, including, when appropriate, notifying those individuals whose information may have been compromised and taking other steps in accordance with applicable laws and regulations.

  • b. Right to Know About the Personal Information We Collect and Share

  • You have the right to request that we tell you about our collection, use, and sharing of your personal information over the past twelve months. Once we receive and validate your request, we may disclose to you:

  • The categories of personal information we collected about you;

  • The categories of sources for the personal information we collected about you;

  • Our business or commercial purposes for collecting or selling that personal information;

  • The categories of third parties with whom we share that personal information;

  • The specific pieces of personal information we collected about you (also called a data portability request);

  • The categories of personal information about you that we disclosed to third parties for a business purpose and the categories of recipients of that information; and

  • The categories of personal information about you that we sold and the categories of recipients of that information.

  • c. Right to Delete the Personal Information We Collect and Share

  • You have the right to request that we delete your personal information, subject to certain exceptions. Depending on the nature of the data, deletion may consist of erasing, aggregating, or anonymizing your information. After we receive and validate your request, we will delete and direct our service providers to delete your personal information, unless an exception applies. We may deny your deletion request, in whole or in part, if retaining the information is necessary for us or our service providers to:

  • Complete the transaction for which we collected the personal information, provide a service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you;

  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities;

  • Debug to identify and repair errors that impair existing intended functionality;

  • Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us; or

  • Comply with a legal obligation or make other internal and lawful uses of that information that are compatible with the context in which you provided it.

  • Please be aware that, once deleted, your data, including your account and activities, cannot be restored.

  • Our Privacy Policy sets out how we use personal information submitted by our users (and their users). Please review our Privacy Policy https://www.flipyourbusiness.com/privacy for more information on how we collect and use data relating to the use and performance of our websites and products, including personal information about our users. The protection of personal information (hereinafter, “Personal Data”) is important to us. Accordingly, we will maintain reasonable administrative, physical, and technical safeguards designed to protect Personal Data. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Personal Data by our personnel. Before sharing Personal Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Personal Data and preventing unauthorized access. We are custodians of Personal Data. During the Membership Period, you will be permitted to export or share certain Personal Data from the Services; provided, however, that Customer acknowledges and agrees that the ability to export or share Personal Data may be limited or unavailable depending on the type of Services plan in effect and the data retention settings enabled.

  • 3. Services Usage and Restrictions

  • 3.1 Our License to You

  • A Ownership Of The Services, Documentation, And Company Data

  • Plain Language Summary: We own the Services and anything else we provide in connection with them, as well usage data and data derived from non-personal data that you provide to us, so long as we aggregate it or anonymize it so it doesn’t identify you or anyone else in particular (except for Property Information, which may be subject to different terms). Sometimes we offer third-party products and services in connection with our Services. Those third-party products and services may be subject to separate terms, which we’ll give to you. We own and will continue to own our Services and Documentation, including all related intellectual property and other proprietary rights related thereto. Further, you acknowledge and agree that we may collect data relating to your usage of the Services (“Usage Data”) and collect, analyze, and use data derived from User Content that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person (“Derivative Data” and, collectively with Usage Data, “Company Data”). All Company Data will be owned solely and exclusively by us and, for purposes of clarity, you agree that we may use the Company Data in perpetuity for any purpose permitted by applicable law. We may, from time to time, make available certain third-party products and services, including but not limited to open source software (“Third-Party Products”) for use in connection with the Services. Such Third-Party Products may be made available under separate or additional terms and conditions, including but not limited to open source licenses, which we will make available to you as necessary.

  • B Licenses To The Services And Documentation

  • Plain Language Summary: This section lays out the rights you have to use our Services during the term of your membership. Basically, you can use them during your membership for the purposes for which they’ve been provided but for no other purpose. During the Membership Period, we grant you a non-exclusive, non-transferable license to access and use the Services, in accordance with the Agreement, for your own internal business purposes. To the extent that we may make downloadable software components available, via app stores or other channels, as part of the Services, during the Membership Period, we grant to you a non-sublicensable, non-transferable, non-exclusive, limited license for you to use the object code version of these components, but solely as necessary to use the Services. Minor updates, bug fixes, and the like to such downloadable software components will be included under this license during the Membership Period. From time to time we may make available product documentation for the Services (the “Documentation”) via a method of our choosing (e.g., via the Services). During the Membership Period, we grant to you a non-sublicensable, non-transferable, non-exclusive, limited license for you to use the Documentation to support your use of the Services. All rights and licenses granted herein are subject to your full compliance with all of the terms and conditions of the Agreement. All rights in the Services and Documentation not expressly granted herein are expressly reserved by us.

  • 3.2 Customer’s Licenses to Us

  • Plain Language Summary: You own, and are responsible for the content of, all the content you provide to us, including personal data and copyrightable materials, and you grant to us all the rights we need to be able to provide the Services.

  • A Ownership Of Customer Content

  • As between us on the one hand, and you on the other, you will own all Customer Content, including, for purposes of clarity, Personal Data and User Content.

  • B License To Personal Data

  • Subject to the terms and conditions of the Agreement, you grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Personal Data, only as reasonably necessary (a) to provide and maintain the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by you. Notwithstanding the foregoing, you agree that we may collect, analyze, use and disclose, during or after the Membership Period, data derived from Personal Data, which is anonymized and/or aggregated in a manner, that makes the identification of you or any third party impossible, for any business purpose, including without limitation, to operate, analyze, improve, and market the Services and our other products and services and share such anonymized data with our affiliates and business partners. You further agree that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.

  • C License To User Content

  • With respect to that portion of Customer Content that consists of videos, images, music, comments, questions, documents, spreadsheets, and any other content submitted, posted, or otherwise made available by you through the Services (“User Content”), by submitting, posting, storing, or otherwise making such User Content available through the Services, you hereby grant, and represent and warrant that you have all rights necessary to grant (including without limitation any necessary consents and authorizations from individual persons identified in the User Content and licenses from third-parties whose content is included in the User Content), to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content, and the names, voice, and/or likeness contained in the User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, solely for use in connection with our provision of the Services as described in the Agreement and our product documentation. Further, and without limiting the generality of the foregoing, you hereby grant, and represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and make derivative works of any User Content you provide consisting of information about individual properties, including but not limited to information regarding title and legal status, current and potential valuations, physical condition and aesthetic/tenant improvement attributes, environmental reports, encumbrances, rent roll and pending lease negotiations, and tenant defaults or issues (“Property Information”), and hereby expressly acknowledge and agree that we may sell, license, and otherwise distribute and commercialize such Property Information, whether alone or in combination with other information, to other users of the Services with no duty of any kind to account to you or any third-party for such sale, license, or other distribution or commercialization, and you agree that our making available of such Property Information to third-parties will not be a violation of our confidentiality obligations under Section 9.

  • To the extent permitted under applicable law, we take no responsibility and assume no liability for any User Content that you or any third-party submits, posts, or otherwise makes available through the Services. As between you and us, you shall be fully responsible for the User Content and the consequences of submitting, posting, or otherwise making it available via the Services, and you acknowledge and agree that we are acting only as a passive conduit for your online distribution of such User Content.

  • 3.3 Responsibilities for Customer Content

  • We are not responsible for the content of any Customer Content or the way you choose to use the Services to store or process any Customer Content. You represent and agree that you are solely responsible for ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including but not limited to all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security. Unless otherwise agreed to in writing or as expressly permitted herein, you may not submit any Customer Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA), or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws. We do not make any representations as to the adequacy of the Services to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

  • You must comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by your removal of certain Customer Content, we will, in most cases, ask you to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, our other users, or any third parties.

  • 3.4 Use of the Services

  • Plain Language Summary: We can, but aren’t required to, review user conduct, and if we have any issues, we’ll usually ask you to take care of it.

  • You must comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by your removal of certain Customer Content, we will, in most cases, ask you to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, our other users, or any third parties.

  • 3.5 Acceptable Use

  • Plain Language Summary: You’re responsible for all the content you give us and won’t give us anything that’s particularly problematic (e.g., illegal, harmful, etc.). You also agree not to mess around with the technology underlying our Services or interact with them except through the methods we provide.

  • You must comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by your removal of certain Customer Content, we will, in most cases, ask you to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, our other users, or any third parties.

  • a Technical Restrictions

  • You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the servers hosting the Services than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

  • Accessing any audiovisual content that may be available on the Services for any purpose or in any manner other than Streaming is expressly prohibited unless explicitly permitted by the functionality of the Services. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Services to your device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by you.

  • b Customer Content Restrictions

  • You are solely responsible for the content of any Customer Content you submit through the Services. You agree not to submit any Customer Content, including but not limited to any User Content, that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; or (ix) to the extent applicable, violates any school or other applicable policy, including those related to cheating or ethics.

  • You agree that any Customer Content that you submit does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. To the extent legally permissible, we reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

  • 4 Term and Termination

  • Plain Language Summary: Free memberships continue until terminated, and paid memberships have a defined term. Paid memberships will automatically renew unless you tell us that you don’t want your membership to renew. We can terminate the agreement at any time as long as we give you 30 days’ notice. Either you or we can terminate the agreement if the other party materially breaches the agreement and doesn’t fix the breach within 30 days.

  • 4.1 Agreement Term

  • As further described below, a free membership continues until terminated, while a paid membership has a Membership Period that may expire or be terminated. The Agreement remains effective until all memberships ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all memberships and all Order Forms.

  • 4.2 Auto-Renewal Memberships and Cancellation

  • Certain aspects of our Services are available only through paid memberships that automatically renew. MEMBERSHIP RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR DESIGNATED PAYMENT METHOD AT THE FEE RATE AND BILLING CYCLE ON YOUR ORDER FORM, UNTIL YOU CANCEL. Unless otherwise set forth in an Order Form, (a) all memberships automatically renew for additional periods equal to one (1) year; and (b) the per-unit pricing during any automatic renewal Membership Period will be the then-current price communicated to you by us. Either party can give the other notice of non-renewal at least sixty (60) days before the end of a Membership Period to stop a membership from automatically renewing. Cancellations will apply on a going-forward basis, and you will not be entitled to any refund. You understand that you must cancel your membership at least sixty (60) days before the Initial Membership Period or then-current Renewal Membership Period, to avoid automatic renewal. You may cancel your membership by using our online cancellation mechanism or sending an email to contracts@FLIP YOUR BUSINESS INC.com with the subject line “MEMBERSHIP CANCELLATION” and that cancellation will go into effect in at the completion of the Initial Membership Period or the then-current Renewal Membership Period. Prices are subject to change. Paid membership for FLIP YOUR BUSINESS INC Market Intelligence only can be cancelled at any time and you will continue to have access to FLIP YOUR BUSINESS INC Market Intelligence through the end of your monthly billing period.


  • 4.3 Free Trials


  • 4.4 Termination for Cause

  • We or you may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate the Agreement immediately on notice to you if we reasonably believe that the Services are being used by you in violation of applicable law.

  • 4.5 Termination Without Cause

  • We may terminate the Agreement without cause at any time and for any reason; provided that we will provide you with thirty (30) days prior written notice for paid memberships only. Either party may terminate a free membership at any time by providing the other party written notice.

  • 4.6 Effect of Termination

  • Upon any termination for cause by you, we will refund Customer any prepaid fees covering the remainder of the Membership Period after the effective date of termination; you will not be entitled to any refund of prepaid fees in any other circumstance (although we may, in our sole discretion, choose to provide you a refund under certain circumstances). Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the Membership Period after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination. Upon any termination of any kind, you will promptly cease all use of the Services and return and/or permanently delete any Confidential Information, including without limitation any data or other information you procured via the Services, in your possession or control.

  • 5 Copyright Policy

  • Plain Language Summary: We comply with the DMCA. Don’t upload infringing content. If we get a DMCA takedown notice, we’ll manage it in compliance with the DMCA.

  • Since we respect artist and content owner rights, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

  • If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

  • Identification of the copyrighted work that you claim has been infringed;

  • Identification of the material that is claimed to be infringing and where it is located on the Service;

  • Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

  • The above information must be submitted to the following DMCA Agent: Attn DMCA NoticeFlip Your Business Inc. Addr 6270 McDonough Dr NW, Norcross, GA 30093Tel.: 4088565031Email: di.mo@flipyourbusiness.comUNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the membership of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

6. Representations; Disclaimer of Warranties

Plain Language Summary: When you use the Services, you’ll comply with applicable laws and licensing requirements when you do so. You’re responsible for your users. We make the Services available on an “as is” and “as available” basis with no availability commitment or otherwise, and without any sort of warranty unless applicable laws require it, in which case you’re entitled to those legally required warranties.



7. Limitation of Liability

Plain Language Summary: Our aggregate liability under the agreement is limited to direct damages, and won’t exceed the greater of $100 or the amounts you paid to us in the last 12 months unless applicable laws require something else, in which case you’re entitled to what applicable laws require.



You are responsible for all login credentials, including usernames and passwords, for your account. We will not be responsible for any damages, losses or liability to you or anyone else, if such information is not kept confidential by you, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Services.


8. Indemnification

Plain Language Summary: If we’re exposed to any sort of liability relating to certain of your acts (e.g., your submission of infringing content, your violation of the agreement, any use of your account (whether or not authorized by you), or any dispute between you and other users of the Services), then you’ll step into our shoes and cover that liability for us.

You agree to defend, indemnify and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services, including any Customer Content or other content transmitted or received by you; (b) your violation of any term of the Agreement, including without limitation any breach of your representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) Customer Content or any content that is submitted via your account, including without limitation misleading, false, or inaccurate information; (f) your gross negligence, fraud, or willful misconduct; (g) any other party’s access and use of the Services with your unique username, password or other appropriate security code (provided that such access and use was not our fault); or (h) any dispute between you and any other user of the Services, whether in relation to any Transaction Documents or otherwise.

9. Confidentiality

Plain Language Summary: We may provide each other with certain confidential information. We’ll keep that information confidential and won’t use it except to further our relationship under the agreement

9.1 Definition

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Content. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

9.2 Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Agreement.

9.3 Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

10. Miscellaneous

Plain Language Summary: We may provide each other with certain confidential information. We’ll keep that information confidential and won’t use it except to further our relationship under the agreement

10.1 Publicity

Neither party may publicly use the other party’s company name, logo, or other trademarks for any purpose without the other party’s prior written consent; provided that we may place your name and logo on our website and other marketing materials for the purpose of identifying you as a user of our products and services without such consent. All use of the other party’s trademarks, and all goodwill accruing therefrom, will inure to the sole and exclusive benefit of the owner of the trademarks. Such consent is revocable at the owner’s sole discretion.

10.2 Third Party Products, Links, and Information

Plain Language Summary: We don’t endorse any third-party products and services, and the agreement doesn’t apply to your use of those products and services. The Services may integrate with, or contain, third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). We do not endorse or assume any responsibility for any such Third Party Materials. If you access any third party website or service, you does so at your own risk, and Customer acknowledges and agrees that the Agreement and our Privacy Policy https://www.flipyourbusiness.com/privacy do not apply to your use of such sites or services. Customer expressly relieves us from any and all liability arising from its use of any Third Party Materials.

10.3 Force Majeure

Plain Language Summary: Neither you nor we are responsible if something out of our reasonable control prevents us from performing under the agreement.

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

10.4 Relationship of the Parties; No Third Party Beneficiaries

Plain Language Summary: You’re our customer; we’re your service provider. Nothing more, nothing less.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any applicable law.

10.5 Email Communications

Plain Language Summary: We can provide you legal notices through email or the Services. You’re required to send us legal notices via email.

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to us must be sent to di.mo@flipyourbusiness.com. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

10.6 Modifications

Plain Language Summary: Like all (or at least most) online terms, we need the ability to change the agreement from time to time as applicable laws and our products, services, and businesses change. We’ll keep the “last modified” date at the top of this page updated, and if there’s anything particularly substantial in the changes, we’ll tell you about it.

We may change these Customer Terms and the other components of the Agreement (except any Order Forms) in accordance with this Section. If we make a material change to the Agreement, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

10.7 Waivers

Plain Language Summary: Any waiver of rights needs to be in writing and signed.

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

10.8 Severability

Plain Language Summary: If a term of the agreement is illegal, a court can modify it to make it as close as possible to the original term in effect (while no longer being illegal).

The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

10.9 Assignment

Plain Language Summary: You can’t transfer the agreement or your rights or obligations under it to anyone else without our approval. We can transfer it without your consent to a corporate affiliate or a successor if we’re acquired by them, merged with them, etc.

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign the Agreement in its entirety (including all Order Forms), without consent of Customer, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.10 Governing Law

Plain Language Summary: We’re located in California, so California law applies.

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law of the Agreement, any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

10.11 Venue; Waiver of Jury Trial; Fees

Plain Language Summary: We’re located in the Los Angeles County area, so if there’s any litigation arising out of or relating to the agreement, we’ll take care of it in Los Angeles County, and we’ll do it in front of a judge and not a jury. If one of you or us sues to enforce our rights under the agreement, the loser pays the winner’s fees.

The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

10.12 Arbitration

Plain Language Summary: Because courts are expensive, you and we agree to arbitrate our disputes through JAMS in Los Angeles County subject to certain cost-shifting requirements that may or may not apply.

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us. For any dispute with us, you agree to first contact us at di.mo@flipyourbusiness.com and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Los Angeles County, California, unless we agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

10.13 Entire Agreement

Plain Language Summary: The agreement takes precedence over any other conversations or agreements we may have had with you about the Services. Only the agreement will apply.

The Agreement, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) these Customer Terms; and (3) any other documents or pages referenced in these Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

10.14 Additional Terms for Mobile Applications

Plain Language Summary: Apple requires us to include this language. Basically, the Services are offered by us and not Apple, so you shouldn’t go to Apple with any sort of issues. Talk to us instead.

The following applies to any Services acquired from the Apple App Store (“Apple-Sourced Software”): Customer acknowledges and agree that the Agreement is solely between Customer and us, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Customer’s use of the Apple-Sourced Software must comply with the App Store Terms of Service. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to us as provider of the software. Customer acknowledges that Apple is not responsible for addressing any claims by Customer or any third party relating to the Apple-Sourced Software or Customer’s possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to us as provider of the software. Customer acknowledges that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. Customer and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to Customer’s license of the Apple-Sourced Software against Customer as a third-party beneficiary thereof.

10.15 Survival

Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement shall so survive, including but not limited to Sections 2.3, 2.5, 3.1(a), 3.2, 3.3, 3.5, 4.6, and 5 through 10.

10.16 Contacting Us

Please also feel free to contact us if you have any questions about the Customer Terms or any other part of the Agreement. You may contact us at di.mo@flipyourbusiness.com or at our mailing address set forth in Section 5 above.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them by telephone at (408) 856-5031.

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