Last updated: 11/03/2023
“You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission. You may not use Flip on behalf of a company or other legal entity. You represent and warrant that you are (a) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract) and (b) capable of entering into a legally binding agreement. If you are under 18, you may only use Flip if your parent or legal guardian has consented to these Terms on your behalf. IF YOU ARE UNDER 13 YEARS OLD, YOU MAY NOT USE FLIP UNDER ANY CIRCUMSTANCES OR FOR ANY REASON.
BINDING ARBITRATION & CLASS ACTION WAIVER (“ARBITRATION AGREEMENT”)
Mandatory Binding Arbitration. By agreeing to these Terms, you agree that any dispute, claim, or controversy arising out of or relating to any part of these Terms, or the existence, breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”) will be finally settled by binding individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), and not in a court of law in any jurisdiction, and not in a class, representative, or consolidated action or proceeding, as further set forth below. You and Humans agree that one (1) arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Judgment of the award rendered by the arbitrator may be confirmed, reduced to judgment, and entered in any court of competent jurisdiction as necessary to protect Humans’ rights or its property or those of its agents, suppliers, and subcontractors.
Class Action Waiver. You acknowledge and agree that you and Humans are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Humans agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this Section 1 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the entirety of the Arbitration Agreement set forth in this Section 1 will be deemed null and void and you and Humans will be deemed to have not agreed to arbitrate disputes on a class basis. Notwithstanding your and Humans’ agreement to resolve all Disputes through arbitration, you and Humans each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Rules, Procedures, and Governing Law.
The arbitration will be administered by the AAA under its Consumer Arbitration Rules and any supplementary rules then in effect (the “AAA Rules”), except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. Notwithstanding any choice of law or other provision in the Terms, you and Humans agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of you and Humans that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, that issue will be resolved under the laws of the State of California, without regard to its conflict of laws provisions.
A party who desires to initiate an arbitration must submit a written Demand for Arbitration to the AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. You can contact AAA for more information on how to commence an arbitration proceeding at www.adr.org or 1-800-778-7879.
For claims under $10,000, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed to location. If your claim is at or above $10,000, your right to a hearing will be determined by the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's applicable rules. We will reimburse those fees for claims totaling less than $10,000, unless the arbitrator finds your Dispute frivolous.
Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 1, if Humans changes any of the terms of this Section 1 after the date you first accepted the Terms (or accepted any subsequent changes to the Terms), you may reject any such change by providing Humans written notice of such rejection within thirty (30) days after the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at firstname.lastname@example.org or by mail to our registered agent for service of process, c/o Humans Inc. 2250 E Maple Avenue, El Segundo, CA 90245. In order to be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Humans in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
Opt-out procedure. You can choose to reject this Arbitration Agreement by sending us a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms by email to email@example.com or by mail at Humans, LLC, c/o Humans Inc. 2250 E Maple Avenue, El Segundo, CA 90245. If mailed, the Opt-Out Notice must be postmarked no later than thirty (30) days following the date you first agree to these Terms. To be effective, your Opt-Out Notice must contain your name, address, and signature. If you opt out of the Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
YOUR FLIP ACCOUNT
You must create an account with us in order to use Flip (your “Flip Account”), either by entering a username and password or by using the credentials for an account that you have registered on certain social media or other platforms operated by third parties (“Third Party Platforms”) that are listed as registration options on the Flip registration page. When registering for a Flip Account, you must provide true, accurate, and complete information and establish a username and a password. You must maintain and promptly update such information so that it is current at all times. You are responsible for maintaining the confidentiality of and for all activities that occur through your Flip Account, whether or not you have authorized them. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Flip Account. We will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms or from any activities that occur through your Flip Account. You will not create an account on behalf of someone else.
USE OF FLIP AND RESTRICTIONS
So long as you comply with these Terms, we grant you a limited, non-exclusive right to access and use Flip solely for your personal, non-commercial use. You are responsible for all of your activity in connection with Flip and must comply with these Terms and applicable law. You may not use Flip or any Content (defined below) made available through Flip for any purpose other than as set forth in these Terms. Without limitation of the foregoing, you will not (and will not permit any third party to), directly or indirectly:
(a) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
(b) interfere or attempt to interfere with the proper working of Flip or bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to Flip;
(c) use or frame any of our trademarks or other proprietary information;
(d) use meta tags or any other “hidden text” using any of our trademarks;
(e) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of Flip or make or attempt to make any modification to Flip, except to the limited extent applicable laws specifically prohibit such restriction;
(f) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of Flip or any software, hardware, or telecommunications equipment;
(g) modify, translate, or otherwise create derivative works of Flip;
(h) incorporate Flip or any portion thereof into any other program or product;
(i) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access Flip; or
(j) sell, resell, copy, rent, lease, loan, distribute Flip, in whole or in part, or charge any party for access to Flip;
(k) act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party.
(l) harm minors in any way or solicit or otherwise attempt to gain any information from a minor;
(m) impersonate any person or entity, including any Flip user, any celebrity, any Humans director, officer, employee, or shareholder, any of our representatives, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Humans, any product brand, or any other person or entity;
(n) forge headers or otherwise manipulate identifiers in order to disguise any Content’s origin;
(o) use Flip in a manner that may create a conflict of interest or undermine the purposes of Flip, such as creating an inaccurate or untruthful review;
(p) upload, post, link to, email, or otherwise transmit any Content that is not your own or with respect to which you do not have the right to upload, link to, email, or otherwise transmit it under applicable law or due to a contractual or fiduciary relationship;
(q) upload, post, link to, email, or otherwise transmit any Content that infringes, misappropriates, or violates any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary right of any party;
(r) upload, post, link to, email, or otherwise transmit through Flip any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable (as determined by us in our sole discretion);
(s) upload, post, link to email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, spam, chain letters, or other form of commercial solicitation;
(t) solicit, collect, or post, or attempt to solicit, collect, or post Personal Data of others or access or attempt to access the Flip Account of another user without their consent;
(u) troll or otherwise disrupt the normal flow of comments within Flip or otherwise act in a manner that negatively affects or otherwise disrupts or interferes with or diminishes the quality of another user’s experience of Flip;
(v) solicit, collect, or post, or attempt to solicit, collect, or post, any material that would encourage or provide instructions for a criminal offense, dangerous activities, or self-harm;
(w) stalk, cyberstalk, or otherwise harass or bully another user;
(x) violate any applicable local, state, national, or international law, rule, or regulation or use Flip or any Content made available through Flip in connection with any fraudulent or illegal conduct, transaction, or business; or
(y) take any action that you know is false, misleading, untruthful, or inaccurate.
In addition to the obligations set forth in this Section, your access to and use of Flip is subject to your compliance with the Community Rules. We may revoke your privileges to use Flip or take any other appropriate measures to enforce these requirements and the Community Rules if violations are brought to our attention.
“Content” means information (including biographical information), videos, music, audio clips, data, software, text, photographs, comments, feedback, reviews, questions, drawings, graphics, features, and other materials.
Content Available on Flip.
(a) Users of Flip may upload, link to, email, transmit, or otherwise make Content available through Flip (collectively, “User Content”).
(b) Permitted Use. You may copy and download Content made available on Flip, including User Content, for your personal, non-commercial use only. Except as expressly set forth in these Terms, you may not use any such Content for any other purpose, including in any public or commercial way, or modify, copy, distribute, republish, perform, display, create derivative works of, post, or transmit any such Content in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without our prior written consent and, where applicable, the prior written consent of our licensors. You may not remove or alter any copyright or other proprietary notices contained in any Content made available through Flip. When Content is downloaded to your computer, you do not obtain any ownership interest in it. NOTWITHSTANDING THE FOREGOING, FLIP DOES NOT LICENSE TO YOU ANY RIGHTS IN ANY SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT MAY BE MADE AVAILABLE THROUGH FLIP.
(a) You are solely responsible for all Content, including Personal Data, that you upload, post, link to, email, or otherwise transmit or make available through Flip (“Your Content”). Flip allows you to link your Flip Account to certain social media platforms operated by third parties, such as TikTok and Instagram (“Third Party Platforms”) and to link, upload, and transmit Content from such Third Party Platforms to Flip and vice versa. If you do this, you must not only comply with these Terms, you must comply with the terms and conditions that apply to your use of those Third Party Services (“Third Party Terms”). If you own the rights in a copy of a sound recording (such as a song you downloaded from iTunes), but do not own any other rights in that sound recording, including in the underlying musical works embodied in it, you may not include that sound recording in Your Content unless you have obtained all permissions, clearances, and authorizations from all persons who have rights or ownership interests in such sound recording and musical work.
(b) If you link Flip or Content made available on Flip to your account on a Third Party Platform you must do so in a manner that: (i) complies with these Terms, the applicable Third Party Terms, and applicable laws; (ii) does not imply that you are associated with Flip or imply any approval or endorsement by us; and (iii) does not damage our reputation or take advantage of it. We reserve the right to withdraw permission to you to link to Flip or any Content made available through Flip at any time without notice.
(c) You represent and warrant that: (i) all of Your Content is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations, these Terms and any applicable Third Party Terms; (ii) you have obtained all rights, clearances, authorizations, and consents necessary to upload, post, link to, email or otherwise transmit Your Content without infringement or violation of any third party rights, including any privacy rights, publicity rights, contract rights, or intellectual property rights; (iii) to the extent you do not exclusively hold all rights in Your Content, all parties who hold such rights, including moral rights, have completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses you are granting in these Terms; and (iv) our exercise of the rights in Your Content granted by you in these Terms to us will not result in any obligation to pay royalties to any third party, including any sound recording copyright owner (e.g., a record label), musical work copyright owner (e.g., a music publisher), music producer, performing rights organization (e.g., ASCAP, BMI, SESAC, etc.), a sound recording performing rights organization (e.g., SoundExchange), union, or guild.
Editing and Removal of Content. You acknowledge and agree that we are not obligated to use Your Content. We may use or choose not to use any User Content in our sole discretion and may alter, adapt, edit, delete, reject, refuse to post, and remove any Content from Flip or remove or block any link between Flip and any Third Party Site (defined below) at any time. We are not responsible for maintaining a copy of any Content we remove from Flip, and we are not liable for any loss you incur in the event that any of Your Content has been removed.
(a) You acknowledge that all Content uploaded to, linked to, emailed, transmitted, or otherwise made available through Flip by any party, including you, is the sole responsibility of the party who provides it. You understand that by using Flip, you may be exposed to Content that you find offensive or objectionable and that we may not be able to confirm the identity of other users or prevent them from acting under false pretenses or in a manner that infringes the rights of any party. WE RESERVE THE RIGHT, BUT DO NOT HAVE ANY OBLIGATION TO, MONITOR, PRESCREEN, REMOVE, BLOCK, EDIT, OR MODIFY ANY CONTENT AT ANY TIME, WITHOUT NOTICE TO YOU AND FOR ANY REASON OR FOR NO REASON AT ALL.
(b) We are constantly updating Flip’s features, Content, and product and service offerings. Products or services may be mispriced, described inaccurately, or at times unavailable. Content, including User Content, made available through Flip may contain errors or inaccuracies and may not be complete or current. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR VALIDITY OF ANY CONTENT MADE AVAILABLE THROUGH FLIP OR THAT ANY CONTENT MADE AVAILABLE THROUGH FLIP IS UP-TO-DATE OR ERROR-FREE. CONTENT, INCLUDING PRICES AND AVAILABILITY OF PRODUCTS AND SERVICES, IS SUBJECT TO CHANGE WITHOUT NOTICE. YOU RELY ON THE CONTENT PROVIDED THROUGH FLIP SOLELY AT YOUR OWN RISK.
(c) Content made available through Flip, including information regarding product benefits and information relating to physical, social, mental, or emotional wellbeing, is for general informational purposes only and is not a substitute for medical advice or treatment for specific medical conditions. Humans is not a medical organization. None of the Content made available through Flip: (i) should be considered medical advice or a diagnosis of any kind; (ii) is a substitute for physician consultation, evaluation, or treatment; (iii) has been evaluated by the Food and Drug Administration; or (iv) is intended to diagnose, treat, cure, or prevent any disease or health condition. WE CANNOT AND DO NOT GIVE YOU MEDICAL ADVICE. YOU SHOULD SEEK PROMPT MEDICAL CARE FOR ANY SPECIFIC HEALTH ISSUES AND CONSULT YOUR PHYSICIAN BEFORE PURCHASING ANY PRODUCTS OR SERVICES THROUGH FLIP OR FOLLOWING THE SUGGESTIONS SET FORTH IN ANY CONTENT.
Sponsorships. Under no circumstances is any brand allowed to pay any person, either directly or indirectly, in cash, or in products of value in exchange for creating content to be posted on a personal account on Flip. This is in strict violation of the FTC rules and regulations and must be labeled as a “sponsored” or “ad”, and any violation of such rules can be punished to the extent required by law. All content on Flip must be generated organically through product purchases or the Flip gratis program, and no payment from any 3rd party may be offered, received or exchanged.
LICENSES TO YOUR CONTENT
Except as set forth in Section 6.2 and Section 6.3, this Section 6 does not apply to your Personal Data. Use of Personal Data is governed by Section 2 “Privacy”.
You hereby grant Humans and its affiliates, licensees, successors, and assigns an irrevocable, fully paid-up, royalty-free, perpetual, transferable, sublicensable, nonexclusive, worldwide license to use, reproduce, publish, distribute, adapt, create derivative works from, modify, edit, publish, publicly perform, and display Your Content (in whole or in part), whether alone or incorporated in or with other Content, in any and all media now known or hereafter devised, for any purpose, including promotional, marketing, advertising, trade, non-commercial, and commercial purposes, without compensation or credit to you or further permission from you. Without limitation of the foregoing, we will be free to use any ideas, concepts, or know-how contained within Your Content in any manner, including in connection with developing, modifying, and marketing our products and services. You hereby authorize Humans to execute any document or take any action Humans may consider appropriate in order to confirm the rights granted by you to Humans in these Terms.
You hereby permit all Flip users to access, display, view, share and comment on Your Content for their personal use. In addition, you hereby permit Flip to provide your Content to third parties (e.g., beauty brands) for third parties to display and share your Content on their accounts on Third Party Platforms while tagging Flip and you, as the creator of that Content.
You hereby grant to us the right to pursue before any appropriate forum any party that violates Humans’ or your rights under applicable law in Your Content.
If, under applicable law, it is determined that you retain moral rights in any of Your Content, you hereby agree that: (a) you will not require that you be credited in connection with the use of Your Content; (b) you will not oppose the publication, use, modification, or deletion of Your Content in accordance with these Terms; and (c) to the extent permissible under applicable law, you waive and will not claim or assert any entitlement to any moral rights in any of Your Content.
Except as set forth in this Section 6, as between you and us, you retain any and all ownership rights that may exist in Your Content.
CREDITS AND EARNINGS
While using Flip, you may earn credits against future purchases through a combination of browsing reviews and inviting friends to set up a Flip Account. These credits automatically apply at checkout for up to 30% off the total purchase price. Credits do not expire. They can only be used towards the items you purchase on Flip and are not redeemable outside of Flip. See How Flip Works and Flip Profile and Rewards for more details.
After purchasing a product from Flip, you may share your own reviews of such product and earn money through the video views and direct sales generated from each uploaded video review, based on a dynamic rate determined by Flip. Flip will automatically allocate to your account: (i) $15-25 for every 1,000 three-second views your product review generates over the first 30 days from post date; (ii) 5-15% of the product purchase price for each User that purchases the product after selecting the option “Add to Cart” from your product review in the 12 months after post date; and (iii) $40-60 for every 1,000 one-minute view your live show generates during live and 30 days after it’s posted. You may elect to: (i) transfer earnings to Flip Cash to use towards future purchases; or (ii) request that Flip transfer the amounts to your bank account.
If you wish to purchase a product or service through Flip, you may be asked to supply certain information relevant to such purchase, including your credit card number, the expiration date of your credit card, your billing address, and your shipping information. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the products and services set forth in the applicable order, along with all shipping and handling charges and applicable taxes. We accept payment via the methods offered during the checkout process. We may also add or remove payment methods and change credit or payment terms with respect to you or in general at any time in our sole discretion. See Pricing & Payments for more information. You represent and warrant that you have the legal right to use the payment method you provide to us and, by providing information regarding your payment method to us, you hereby authorize us to store and use that payment method for purchases made through your Flip Account.
After you place an order, you will receive an order confirmation. You will be charged for your order when your order is confirmed. Payment must be authorized by the applicable payment service provider prior to acceptance of each order. You acknowledge and agree that confirmation of receipt of your order does not mean that your order has been accepted. We reserve the right to refuse or cancel your order at any time for any reason, including product or service availability, errors in the description or price of the product or service, or errors in your order, and may also limit the quantity of items purchased per order, per address, or per person for any reason. Acceptance of orders is expressly conditioned on your agreement to, and compliance with, these Terms.
Products will be shipped to the address that you designate, so long as that address is complete and complies with our Shipping and Returns Policies. You understand that product availability may be limited, particular products may not be available for immediate delivery, and estimated delivery times are only estimates. We will not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery. Title to and risk of loss with respect to each product passes from us to you upon shipment.
Users providing their phone number during registration agree to receive a one-time verification code via text message for registration or log in. Reply STOP to cancel, and reply HELP for support about this messaging program. Standard message and data rates may apply. The carriers are not liable for undelivered messages.
Your standard messaging, airtime, and data rates will apply to your use of Flip. You are responsible for any fees and penalties charged by any telecommunications provider or any other third party in connection with your use of Flip. If your mobile device is off, out of range, or subject to a variety of other conditions, you may not be able to use Flip and communications (such as notifications) through Flip may be delayed. Cellular and other wireless transmission services and networks are inherently insecure and subject to service disruptions, weak or dropped signals, and other failures over which Flip has no control. FLIP ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DELAYS OR FAILURE TO SEND OR RECEIVE COMMUNICATIONS THROUGH FLIP OR TEXT MESSAGES OR FOR ANY SECURITY BREACHES RELATED TO ANY OF THE FOREGOING.
LINKS TO THIRD PARTY SITES
You acknowledge and agree that we make no representation or warranty about the safety of any Third Party Site and we are not responsible for your use of or reliance on any Third Party Site, including any content, goods, or services available on or through any Third Party Site, or for any personal injury, death, property damage, or other harm or losses arising from or relating to your use thereof. YOU EXPRESSLY RELIEVE HUMANS FROM ANY AND ALL LOSS, DAMAGES, OR OTHER LIABILITIES YOU INCUR AS A RESULT OF YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITE.
CHANGES TO TERMS OR SERVICES
We may, in our sole discretion, change, modify, or replace these Terms at any time. We will use commercially reasonable efforts to notify you of any material changes, such as by posting a notice on Flip, but it is your responsibility to review these Terms periodically for changes. Unless otherwise indicated, all such changes will become effective immediately. Your continued use of Flip following the effective date of any updated Terms will constitute your acceptance of such updated Terms and those updated Terms will apply to your use of Flip going forward. Your use of Flip is subject to the Terms in effect at the time of your use.
Flip, including all features and Content made available through Flip, may be modified, suspended, or discontinued in our sole discretion at any time and without prior notice. Changes we make to Flip may require you to update your Flip Account information or the devices or systems through which you access Flip in order to continue using Flip. We will not have any liability or obligation to you with regard to any modifications or changes we make to Flip. Based on your mobile device settings, when your mobile device is connected to the Internet either: (a) Flip will automatically download and install all available updates; or (b) you may receive notice of or be prompted to download and install available updates.
You will promptly download and install all updates and acknowledge and agree that Flip or portions thereof may not properly operate should you fail to do so. You further agree that all updates will be deemed part of Flip and be subject to these Terms.
TERMINATION AND SUSPENSION
We reserve the right to delete or change any username or password at any time and for any reason. We may suspend or terminate your Flip Account or your use of Flip at any time, for any reason or for no reason at all, including if you provide any information that is untrue, inaccurate, or incomplete or for your breach of these Terms. You are personally liable for any orders that you place or charges that you incur prior to termination. You may terminate these Terms at any time by deleting Flip from your Mobile Device. If you would like your account deleted, go to your profile and select “Edit Profile” and then “Delete Account”. Once you choose to delete your account, you will have thirty (30) days to reactivate your account. Thereafter you will not be able to reactivate your account or retrieve any Your Content. Upon any termination of these Terms by either you or us, (a) all rights granted to you under these Terms will also terminate; (b) termination will not limit any of our rights and licenses and (c) the following sections will survive: “Arbitration Agreement”, “Privacy”, “Content” (excluding Section 5.1), “Licenses to Your Content”, “Purchases”, “Links to Third Party Sites”, “Intellectual Property”, “Disclaimer of Warranties”, “Indemnification”, “Limitation of Liability”, “Notices and Questions”, and “Miscellaneous”, together with all other provisions that by their plain meaning are intended to survive.
As between you and Humans, except with respect to Your Content, Humans owns all right, title, and interest in Flip, all Content, all trademarks displayed on Flip or in any Content, and all portions of all of the foregoing, including all intellectual property rights therein. Our commercial partners, suppliers, advertisers, sponsors, licensors, and other third parties may also have proprietary rights in the foregoing. Flip and Content made available on Flip is protected by copyright, trademark, and other laws of both the United States and foreign countries and, except as expressly set forth in these Terms, may not be used without the permission of the applicable owner. “Flip” is the registered trademark of Humans, Inc. Except as expressly set forth in these Terms, Humans and its commercial partners, suppliers, advertisers, sponsors, licensors, and other third parties reserve all rights in Flip and all Content and trademarks appearing on or made available through Flip.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF FLIP IS AT YOUR SOLE RISK AND THAT, OTHER THAN AS EXPRESSLY SET FORTH HEREIN, FLIP AND ALL CONTENT, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH FLIP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HUMANS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) THAT FLIP WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY CONTENT PROVIDED THROUGH FLIP. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HUMANS OR THOUGH FLIP WILL CREATE ANY WARRANTY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER FLIP AND THE CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH FLIP ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS. HUMANS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH FLIP OR ANY THIRD PARTY SITE.
You hereby indemnify and hold harmless Humans and its affiliates, suppliers, business partners, and licensors, and its and their respective directors, officers, employees, contractors, and representatives, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) (collectively, “Losses”), arising from or related to: (a) your use or misuse of Flip or any Content made available through Flip or (b) your breach of these Terms. You will cooperate fully as reasonably required in the defense of any such claim.
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL HUMANS OR ITS AFFILIATES, SUPPLIERS, BUSINESS PARTNERS, OR LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR LOSS OF PROFIT, ARISING OUT OF: (A) THE USE OR THE INABILITY TO USE FLIP OR ANY CONTENT MADE AVAILABLE THROUGH FLIP; (B) ANY TRANSACTION CONDUCTED THROUGH FLIP; (C) ANY PRODUCT OR SERVICE SOLD THROUGH FLIP; (D) ANY FAILURE OF PERFORMANCE OF FLIP; (E) ANY ERROR OR OMISSION IN ANY CONTENT MADE AVAILABLE THROUGH FLIP OR ANY THEFT OR UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA, INCLUDING ANY PERSONAL DATA; OR (F) ANY CONDUCT OF OTHER FLIP USERS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, HUMANS’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100).
ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF FLIP (SUCH AS, WITH A COPYRIGHT OWNER, ANOTHER FLIP USER, OR ANY CARRIER) IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY AND YOU IRREVOCABLY RELEASE HUMANS AND ITS AFFILIATES, SUPPLIERS, BUSINESS PARTNERS, AND LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES FROM ANY AND ALL LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, HUMANS' LIABILITY IS LIMITED TO, AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS WILL BE, THE MINIMUM PERMITTED BY APPLICABLE LAW.
THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY LAW.
You acknowledge and agree that Flip’s availability is dependent on the Third Party Site from which you download it (e.g., the Apple App Store or Google Play) (each, an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading Flip from such store. You agree to comply with, and your license to use Flip is conditioned upon your compliance with the applicable App Store’s terms and conditions. To the extent the terms and conditions of such App Store are less restrictive than, or otherwise conflict with, these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
APPLE, INC DEVICE AND SERVICE TERMS
If you are accessing Flip on a mobile device running an Apple operating system or otherwise obtained access to Flip through the Apple App Store, the following terms also apply to you: (a) you acknowledge that these Terms is between you and Humans only, and are not with Apple; (b) Apple has no responsibility for Flip and its Content; (c) you will use Flip in compliance with the Usage Rules set forth in the App Store Terms of Service; (d) notwithstanding anything to the contrary herein, Flip may be accessed and used by other accounts associated with you via “Family Sharing” or volume purchasing; (e) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Flip; (f) if you have paid a fee for Flip, (i) in the event of any failure of Flip to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for Flip to you, (ii) to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to Flip, and (iii) Apple has no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to Flip’s failure to conform to any warranty; (g) Apple has no responsibility to address any claims of you or any third party relating to Flip or your possession and/or use of Flip, including (i) product liability claims, (ii) any claim that Flip fails to conform to any applicable legal or regulatory requirement or (iii) claims arising under consumer protection, privacy, or similar legislation; (h) in the event of any third party claim that Flip or your possession and use of Flip infringes that third party’s intellectual property rights, Apple has no responsibility to investigate, defend, settle, or discharge any such intellectual property infringement claim; and (i) Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of these Terms, Apple has the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.
NO INTERNATIONAL USERS
Flip is controlled, operated, and administered by Humans from its offices within the United States of America and provided for access and use only by persons located in the United States. Humans makes no representation that Flip or any Content made available through Flip is appropriate or available for use outside the United States and access to Flip from territories where such access or any Content, product, or service made available through Flip is illegal is prohibited. If you access Flip from a location outside of the United States, you are responsible for compliance with all applicable local laws.
NOTICES AND QUESTIONS
Except as explicitly stated otherwise in these Terms: (a) any notices provided by us may be made by posting the notice on Flip or by email to the most recent email address associated with your Flip Account and (b) all notices under these Terms must be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You hereby 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.
If you have questions regarding these Terms, your order for a product or service, or Flip, you may contact us on the Live Chat on the app.
You may also contact us at: Flip Customer Service
Email Address: firstname.lastname@example.org
Mailing Address: Humans Inc. 2250 E Maple Avenue, El Segundo, CA 90245
INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS – DMCA NOTICE
It is our policy to respond expeditiously to claims of intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. In addition, we have adopted a repeat infringer policy, pursuant to which we will terminate, in appropriate circumstances, the account of a user as to whom we receive compliant DMCA notices, and no counter notices, as to multiple different pieces of content within a designated period.
If you are a copyright owner or agent thereof and believe that content posted on Flip infringes your copyright, please submit a notice which includes the following information to the address set forth below:
identify specifically the copyrighted work(s) believed to have been infringed (for example, "My copyrighted work is the picture that appears at [list location where material is located].");
identify the content that is claimed to infringe upon the copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on Flip. You should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and, if available, email;
if available, provide information sufficient to permit us to notify the alleged infringer;
include the following statement: “I 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”;
include the following statement: “I affirm, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and
include the electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner.
California Consumer Rights Notices
(a) Under California Civil Code Section 1789.3, California users of Flip receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at the contact information set forth at https://www.dca.ca.gov/about_dca/contactus.shtml.
(b) Flip users who are California residents and are under 18 years of age may request and obtain removal of their User Content by contacting us at: email@example.com. All requests must be labeled "California Removal Request" on the email subject line. All requests must provide a description of the User Content requested to be removed and information reasonably sufficient to permit us to locate that User Content. We do not accept California Removal Requests via postal mail, telephone, or facsimile. We are not responsible for notices that are not labeled or sent properly, and we may not be able to respond if you do not provide adequate information.
Severability, Non-waiver, Entire Agreement. If any provision of these Terms is found to be illegal, unenforceable, or invalid, that provision will be replaced by a valid, legal, and enforceable provision that comes closest to the parties’ intent underlying the invalid, illegal, or unenforceable provision. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. For purposes of these Terms: (a) the words “include,” “includes”, and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example”, “e.g.”, and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any”, and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto”, and “hereunder” refer to these Terms as a whole; and (e) the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language. No failure by any party to take any action or assert any right hereunder will be deemed to be a waiver of such right and will not prevent such party from enforcing such right in the future. The waiver by a party of any of its rights or a breach in a particular instance will not be construed as a waiver of such rights or breach or of the same or different rights or breach in subsequent instances. These Terms set forth the entire understanding and agreement between you and Humans with respect to the subject matter contained herein and supersede any other agreements, proposals, and communications, written or oral, between Humans and you with respect to the subject matter hereof. Humans will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control.
No Joint Venture, No Derogation of Rights. No joint venture, partnership, employment, or agency relationship is created between you and Humans as a result of these Terms or your use of Flip and neither party has any authority of any kind to bind the other in any respect. Our performance of these Terms is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of Flip or information provided to or gathered by us with respect to such use.
Assignment. You may not assign your rights or obligations hereunder without our express prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section is null and void. These Terms will be binding upon the permitted heirs, successors, and assigns of the parties hereto.
Governing Law & Forum Choice. Your access to and use of Flip and these Terms will be governed by and construed in accordance with the laws of California without reference to its conflicts of laws provisions. Except as set forth in Section 1 above, any Dispute directly or indirectly arising out of, in connection with, or related to Flip or these Terms will be brought and heard in the state or federal courts in Los Angeles County, California.
Government Users. Flip and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms. Unpublished rights reserved under the copyright laws of the United States.
No Export. You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology or incorporating such products and software) received from us under these Terms to any destination, entity, or person prohibited by applicable laws, including those of the United States, without obtaining any required prior authorization from the relevant governmental authorities. Without limitation of the foregoing, Flip may not be exported or re-exported: (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.