1. Acceptance of Terms
Flipdeck (referred to as "Company," "us" or "we"), provides the Flipdeck accounts and services (the "Services", Flipdeck Apps (the "Apps"), the Flipdeck website (http://flipdeck.com) (the "Site"), as well as account options, managed services, support services, content creation services, specialty integration and customization services (the "Additional Offerings"; the Services, Apps, the Site, and the Additional Offerings are collectively referred to as the "Offerings"), subject to your compliance with the following Terms and Conditions of Use ("Terms"), as well as any other written agreement(s) between us and you.
We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this App/Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our "Affiliates" include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the App/Site and/or contents and Offerings available on this App/Site.
BY USING THE SERVICES, APPS, SITE AND/OR THE ADDITIONAL OFFERINGS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE APP/SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS APP/SITE, PRODUCTS, OFFERINGS OR OFFERINGS AVAILABLE ON THIS APP/SITE, OR THESE TERMS IS TO CEASE USING THE APP/SITE AND/OR THOSE PARTICULAR PRODUCTS, ADDITIONAL OFFERINGS OR THE OFFERINGS.
The Services, Apps and Site are to be used to organize information, including links to information on 3rd party sites/systems or residing on Flipdeck servers, and share information and links with interested parties. The Services, Apps and Site may not be used to directly or indirectly send unsolicited email (SPAM), transmit and/or share any illegal information, attempt to communicate in furtherance of any illegal activity, and/or transmit and/or share any confidential or trade secret information of any third party without said third party’s prior written permission. Flipdeck reserves the right to terminate any account that it determines is using the App/Site for any purpose it deems inappropriate, so long as such termination does not violate any federal or state discrimination laws. Without limitation, Flipdeck has determined that the following uses are inappropriate: pornography, gambling, money laundering, excessively violent content, harassing content, hate speech, defamatory speech, and the like.
Offerings. Company provides a number of Offerings for users of the Services, Apps and/or the Site, including: Flipdeck account levels and service types; account add-on options including landing pages (Spaces), documents and videos (Files); Managed Services, Help Desk services; Setup services; Content Creation services; Integration and Customization services.
No Guarantee. Although Company works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the App, the Site and/or any of its Offerings.
Temporary Interruptions. You understand and agree that temporary interruptions of the App/Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
Fees. If you choose to purchase one or more of the Offerings provided on the App/Site, you agree to pay all fees associated with the Offerings.
Any charges incurred by your purchase or use of the Offerings, will be billed to you or to the credit card on file with our payment processor. In the event you sign up for a Service that is ongoing and incurs reoccurring charges (such as a subscription), such charges will be billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within five (5) days of the change.
Overdue Amounts. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Offerings you have purchased, you agree that we may, at our option, suspend or terminate performance of Offerings or delivery of products and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
From time to time, this App/Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the App/Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
Customer agrees that its name and/or logo may be used by Flipdeck solely for identification as a user of the Services, Apps, and/or Site. Customer may opt out of this at any time by sending an email to this effect to Flipdeck.
5. Company Intellectual Property
Content. For purposes of these Terms, "content" is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our App/Site and is owned by Company or its Affiliates.
Ownership of Content. By accepting these Terms, you agree that all content presented to you on the App/Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of Company or its Affiliates.
The following are registered trademarks, trademarks or service marks of Flipdeck or its Affiliates: Flipdeck®, Flipdeck™. Additionally, Apple, the Apple logo, and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc.
Certain of the ideas, software and processes incorporated into the Offerings available on this App/Site may be protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.
Limitations on Use of Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from the App/Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of App/Site content violates our intellectual property interests and could result in criminal or civil penalties. The foregoing shall not apply to any user-originated content entered into the App/Site.
No warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the App/Site will not infringe the rights of third parties.
Suggestions and Ideas. Company encourages its users to provide Company with feedback, suggestions, and ideas relating to the Site, Apps, and Services. Any such feedback, suggestions, and/or ideas that are communicated by Customer are deemed to be provided without any retained ownership in Customer and without any expectation of compensation. Company has the right to use all such feedback, suggestions, and/or ideas in its sole discretion without any obligation to provide any compensation to Customer.
6. Email Services & Data Stored on Our Servers
Spam Prevention. We use automated tools or techniques to protect our users from mass unsolicited mailings (also known as "spam") and/or other types of malicious or harmful content. However, such tools or techniques are not perfect, and we therefore are not responsible in cases where legitimate communications are accidentally blocked, or unsolicited communications get through to your Company supplied email account.
Storage Provided by Us. If you opt to store commercial or personal data of any kind on our servers, you understand and agree to abide by our general practices and limits concerning use of the Offerings available on the App/Site, including without limitation the maximum number of days that uploaded content will be retained, the maximum disk space that will be allotted, and the maximum number of times you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the App/Site. You acknowledge that we reserve the right to remove or terminate accounts which have not paid a subscription fee (if applicable), that remain inactive for longer than ninety (90) days, or in cases where you have violated one or more terms of this Agreement.
7. Privacy & Security
Login Required. In order to access some of the Offerings on this App/Site, you may be asked to set up an account and password. Our account registration page requests certain personal information from you ("Registration Info"). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
Passwords & Security. If you register for an account on the App/Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
ALL CONTENT AND OFFERINGS ON THE APP/SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR APP/SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE APP/SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THE APP/SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS ON THE APP/SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE ON THE APP/SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE OFFERINGS OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THE APP/SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the App/Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or Offerings provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THE APP/SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS APP/SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
9. Limitation of Liability & Indemnification
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the App/Site shall be limited to the amount you paid us for Offerings purchased on the App/Site during the twelve (12) month period before the act giving rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APP/SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE APP/SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THE APP/SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from your use or misuse of the App/Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
10. Termination of Use
Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the App/Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to the App/Site, and reporting you to the proper authorities, if necessary.
No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on the App/Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
11. Miscellaneous Provisions
International Use. Although the App/Site may be accessible worldwide, we make no representation that materials on the App/Site are appropriate or available for use in locations outside the United States. Those who choose to access the App/Site from other locations do so on their own initiative and at their own risk. If you choose to access the App/Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with the App/Site is void where prohibited.
Governing Law. The App/Site (excluding any Third Party websites) is controlled by us from our offices in Los Gatos, California, and the statutes and laws of the State of California and the United States of America shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Santa Clara County, California, or the U.S. District Court for the Northern District of California with respect to such matters controlled by that court.
Notices. All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at CustomerService@Flipdeck.com if by email, or to our address at Flipdeck, 987 University Avenue, Suite 11, Los Gatos, CA 95032, if by conventional mail. You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by email.
No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of the App/Site, or use of or access to the App/Site or Offerings provided through the App/Site, beyond the limited rights granted to you under Section 5 of these Terms.
Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Offerings available through the App/Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with the App/Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.