Terms of Service - Flip
IMPORTANT: PLEASE READ CAREFULLY
Effective Date: March 21, 2023.
ABOUT THE SITES AND THE PLATFORM
We are not a wallet provider, broker, financial institution, money services business, or creditor. We provide a peer-to-peer service that helps users discover and directly interact with each other and NFTs available on public blockchains (the “Platform”). We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Platform, you must use a third-party wallet which allows you to engage in transactions on blockchains.
We are not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Platform and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Platform.
YOUR REPRESENTATIONS AND WARRANTIES
You represent, through your use of the Sites and the Platform, that:
- You will not offer to issue or sell, in whole or in part, any fractionalized NFT, asset or collection or other divided interest in an NFT on the Platform.
- You will not manipulate the market on the Platform, including without limitation: (i) artificially increasing the price of an NFT or creating the appearance of market interest or market activity, (ii) selling an NFT to yourself at price that is below or above the market price, or (iii) colluding with other users to manipulate the price.
- You will not give assurances about the future price of an NFT or market an NFT as an investment with the prospect of a return, profit or other financial reward.
- You will not engage in activities requiring your, or our, registration as a broker under U.S. securities laws, including without limitation: (i) presenting NFTs as investments or securities, (ii) finding investors for NFTs, or (iii) making recommendations on the purchase or sale of specific NFTs.
- You will not use the Platform in any other manner that violates U.S. securities laws.
LIMITED USE LICENSE
We reserve the right, in its sole discretion, to suspend, limit and/or terminate your access to or use of the Sites at any time without notice. Such suspension, limitation or termination of your access or use will not waive or affect any other right or relief to which we may be entitled at law or in equity.
Trademarks, names, logos, product and service names, designs and slogans on the Sites are trademarks of Flip, its affiliates, licensors, service providers, or other third parties. Nothing herein or on the Sites shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Sites without the owner’s prior written permission. The Sites and all of their content, including, but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, are each protected as a compilation under the copyright laws of the United States and other countries. Flip, its affiliates, licensors, and service providers (as applicable) reserve, and shall retain, their entire right, title, and interest in and to the Sites, including, but not limited to, all copyrights, trademarks, and other intellectual property rights therein or relating thereto.
COLLECTION AND USE OF YOUR INFORMATION
USER ACCOUNT REGISTRATION AND PASSWORDS
Some features that may be available on the Sites require you to register an account with us. By registering an account with, and in consideration of your use of, any of the Sites you agree to provide true, accurate, current, and complete information about yourself. Some features on the Sites may require use of a password. You alone are responsible for protecting your password. You agree that you alone will be responsible for any and all statements made, and acts or omissions that occur, through the use of your registered account, whether by you or an authorized or unauthorized user of your registered account, and that we will have no liability therefor. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your password, you must notify us immediately. We may assume that any communications we receive from your registered account have been made by you unless we receive written notice otherwise.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITES, DATA FROM FLIP, AND ANY PART THEREOF IS AT YOUR SOLE RISK. THE SITES AND ANY PART THEREOF (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY MATERIALS AND LINKS AND REPORTS/DOWNLOADS FROM FLIP) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT, SUSPEND, OR TERMINATE YOUR ACCESS TO THE SITES OR ANY FEATURE OR PART THEREOF AT ANY TIME WITHOUT NOTICE. FLIP, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE, OR TRADE PRACTICE; THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITES WILL BE SECURE; THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITES WILL BE COMPLETE, ACCURATE, ADEQUATE, USEFUL, RELIABLE, OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THE SITES OR ANY PART THEREOF (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY MATERIALS AND LINKS), YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLIP (INCLUDING ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS) OR THROUGH OR FROM THE SITES OR ANY PART THEREOF (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY MATERIALS AND LINKS) SHALL CREATE ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, FLIP (INCLUDING ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS) PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITES OR ANY PART THEREOF (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY MATERIALS AND LINKS) WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK, WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
ASSUMPTION OF THE RISK
You accept and acknowledge:
- The Sites are delivered on an “as-is” and “as available” basis. We are not responsible if information made available on the Sites and/or delivered from Flip is not accurate, complete, or current. The information provided on the Sites is provided for general informational purposes only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or timelier sources of information. The information provided does not constitute investment, financial, trading, or any other form of advice. The information provided on any market, NFT, or other is not intended as a complete source of information. You should consult your financial or tax advisor before you make a purchase, sale or other financial or tax decisions based on any of the data or content provided. The information provided should not be relied upon as a substitute for consultation with a qualified financial advisor, accountant, broker, or tax advisor. If you choose to use the data or content provided for any purpose, you assume full responsibility for the risks associated with those activities.
- The NFTs, assets and collections described on the Sites are only suitable for users who are familiar with the digital assets described and willing to accept the risks associated with the purchase and sale of such digital assets.
- None of the information contained on the Sites constitutes a recommendation, solicitation or offer by FlipMetrics, its affiliates or third-parties to buy or sell any tokens, financial instruments or other assets or provide any investment advice or service.
- The Sites are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization, or where FlipMetrics is not authorized to provide such information or services. The Sites and all content, services and features available through the Sites are intended for informational purposes only. They are not intended to substitute for professional financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON FLIPMETRICS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING A DECISION TO BUY OR SELL AN NFT. YOU AGREE THAT FLIPMETRICS AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND THE SITES.
- Featuring of or posting on the Sites of any potential digital asset or NFT does not constitute endorsement by FlipMetrics or representation of the quality of any NFT or digital asset.
- The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
- The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
- You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. We do not provide tax advice. If you have tax related questions, you should consult a tax professional.
- There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
- We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Flip has no ability to reverse any transactions on the blockchain.
- There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Flip will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
- The Platform relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Platform will suffer.
- If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLIP, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITES (INCLUDING DATA, IDEAS, GUIDANCE, OR RECOMMENDATIONS), ANY WEBSITE LINKED TO IT, ANY CONTENT ON THE SITE, ANY CONTENT FROM FLIP, LINKS, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, FOR PERSONAL INJURY, PROPERTY DAMAGE, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOST PROFITS, LOST INVESTMENTS OR ASSETS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE OR IF FLIP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; [B] ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; AND/OR (C) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SITES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR FLIP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND FLIP. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S).
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF FLIP UNDER SUCH CIRCUMSTANCES FOR ALL LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all claims. We reserve the right to assume the exclusive defense and control of any claims. You will not settle any claims without, in each instance, our prior written consent.
ELECTRONIC COMMUNICATIONS AND NOTICES
We may communicate with you via e-mail, postal mail, telephone, the Sites, and other services. We may issue, and you consent to receiving, notices via these various channels, including by sending e-mails to an address you provide us. You agree that such notices shall have legal effect. You also agree that any notices sent by e-mail satisfy any requirement that notices be provided in writing. You may have the right to withdraw your consent to receive certain electronic communications, and, when required by law, we will provide you with paper copies upon request.
GOVERNING LAW AND LIMITATION OF TIME TO FILE CLAIMS
This website is operated by Flip. You can contact us by writing to:
Flip 1108 Lavaca St Ste 110-207 Austin, TX, 78701
All other feedback, comments, requests and other communications relating to the Sites should be directed to: [email protected]