This TFS User Agreement (“Terms”) applies to your access to and use of the websites, widgets, APIs, emails, and other online products and services (collectively, the “Services”) provided by TFS, Inc. (“TFS,” “we,” “us,” or “our”).

1. Your Access to the Services

No one under 13 is allowed to use or access the Services. We may offer additional Services that require you to be older to use them, so please read all notices and any Additional Terms carefully when you access the Services.

By using the Services, you state that:

You are at least 13 years old and over the minimum age required by the laws of your country of residence to access and use the Services;
You can form a binding contract with TFS, or, if you are over 13 but under the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms;
You are not barred from using the Services under all applicable laws; and
You have not been permanently suspended or removed from the Services.

If you are accepting these Terms on behalf of another legal entity, including a business or government entity, you represent that you have full legal authority to bind such entity to these Terms.

2. Privacy

TFS’s Privacy Policy explains how and why we collect, use, and share information about you when you access or use our Services. You understand that through your use of the Services, you consent to the collection and use of this information as set forth in the Privacy Policy .

3. Your Use of the Services

Subject to your complete and ongoing compliance with these Terms, TFS grants you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Services. We reserve all rights not expressly granted to you by these Terms.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not, without our written agreement:

license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Content;
modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Content; or
access the Services or Content in order to build a similar or competitive website, product, or service, except as permitted under any Additional Terms (as defined below).

We are always improving our Services. This means we may add or remove features, products, or functionalities; we will try to notify you beforehand, but that won’t always be possible. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4. Your TFS Account and Account Security

4.1 As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. You also can be requested to provide certain registration information, which must be accurate and updated.

Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. We may cancel or suspend your access to the Services if you share your login credentials. You are responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of TFS. You may not: (1) select or use the login credentials of another person with the intent to impersonate that person; (2) use login credentials in which another person has rights without such person's authorization; or (3) use login credentials that we, in our sole discretion, deem offensive. Failure to comply with these requirements will constitute a breach of these Terms of Service, which may result in immediate suspense or termination of your account.

You consent to receive notifications from us electronically to the e-mail address you provide to us. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.

4.2 You are responsible for all usage or activity on your account with TFS, including use of the account by any third party authorized by you to use your login credentials. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law-enforcement agencies.

4.3 If your access to any Service has been provided by or through a third party (for example, your employer or an educational institution at which you are a student) (each, a “Client”), the Client may have provided us with information about you to enable us to provide you with access to the Services and distinguish you from other subscribers (such as your IP address, email address or name).

4.4 We cannot and do not guarantee that any of the Services will be free from viruses or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of the Services.

4.5 Please notify us at admin@theflipside.io of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.

5. Your Content

The Services may contain information, text, links, graphics, photos, videos, audio, streams, software, tools, or other materials (“Content”), including Content created with or submitted to the Services by you or through your Account (“Your Content”). We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Your Content.

By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights.

You retain any ownership rights you have in Your Content, but you grant TFS the following license to use that Content:

When Your Content is created with or submitted to the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed anywhere in the world. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals who partner with TFS. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.

Any ideas, suggestions, and feedback about TFS or our Services that you provide to us are entirely voluntary, and you agree that TFS may use such ideas, suggestions, and feedback without compensation or obligation to you.

Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete or remove Your Content at any time and for any reason, including for violating these Terms, violating our Moderation Policy , or if you otherwise create or are likely to create liability for us.

6. Third-Party Content, Advertisements, and Promotions

The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.

The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.

If you choose to use the Services to conduct a promotion, including a contest or sweepstakes (“Promotion”), you alone are responsible for conducting the Promotion in compliance with all applicable laws and regulations, including creating official rules, offer terms, eligibility requirements, and compliance with applicable laws, rules, and regulations which govern the Promotion (such as licenses, registrations, bonds, and regulatory approval). Your Promotion must state that the Promotion is not sponsored by, endorsed by, or associated with TFS, and the rules for your Promotion must require each entrant or participant to release TFS from any liability related to the Promotion. You acknowledge and agree that we will not assist you in any way with your Promotion, and you agree to conduct your Promotion at your own risk.

7. Things You Cannot Do

When using or accessing the Services, you must comply with these Terms and all applicable laws, rules, and regulations. Please review the Moderation Policy , which is incorporated by this reference into, and made a part of, these Terms and contain TFS’s rules about prohibited content and conduct. In addition to what is prohibited in the Moderation Policy , you may not do any of the following:

Use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the Services;
Gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services;
Upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features;
Use the Services to violate applicable law or infringe any person’s or entity’s intellectual property rights or any other proprietary rights;
Access, search, or collect data from the Services by any means (automated or otherwise) except as permitted in these Terms or in a separate agreement with TFS (we conditionally grant permission to crawl the Services in accordance with the parameters set forth in our robots.txt file, but scraping the Services without TFS’s prior written consent is prohibited); or
Use the Services in any manner that we reasonably believe to be an abuse of or fraud on TFS or any payment system.

We encourage you to report content or conduct that you believe violates these Terms or our Moderation Policy . We also support the responsible reporting of security vulnerabilities. To report a security issue, please email admin@theflipside.io.

8. Copyright, Trademark, the DMCA, and Takedowns

TFS respects the intellectual property of others and requires that users of our Services do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. If you believe that anything on our Services infringes a copyright or a trademark that you own or control, you may notify TFS’s Designated Agent by contacting:

Copyright Agent
TFS, Inc.
admin@theflipside.io

See 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to TFS for certain costs and damages.

If we remove Your Content in response to a copyright or trademark notice, we will notify you via email. If you believe Your Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification to our Copyright Agent (contact information provided above). Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter notification.

9. Intellectual Property

The Services are owned and operated by TFS. The visual interfaces, graphics, design, compilation, information, data, computer code, products, services, trademarks, and all other elements of the Services (“Materials”) provided by TFS are protected by intellectual property and other laws. All Materials included in the Services are the property of TFS or its third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Materials or by purchasing Paid Services. Except as expressly authorized by TFS, you may not make use of the Materials. TFS reserves all rights to the Materials not granted expressly in these Terms.

10. Indemnity

Except to the extent prohibited by law, you agree to defend, indemnify, and hold TFS, its affiliates, and their respective, directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “TFS Entities”) harmless from and against any claim or demand made by any third party, and any related liability, damage, loss, and expense (including costs and attorneys’ fees) due to, arising out of, or in connection with: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) Your Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

11. Disclaimers and Limitation of Liability

Nothing in these Terms will prejudice the statutory rights that you may have as a user of the Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE TFS ENTITIES DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. TFS DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER, INCLUDING MODERATORS. WHILE TFS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT WILL ANY OF THE TFS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR RESULTING LOSS OF DATA. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE TFS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR ANY AMOUNT YOU PAID TFS IN THE PREVIOUS SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE TFS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

12. GOVERNING LAW; JURISDICTION

12.1 These Terms of Service have been made and will be construed and enforced in accordance with the laws of the United States of America and the State of New York as an agreement wholly performed in the State of New York without regard to their conflict of law provisions and the United Nations Conventions on Contracts (if applicable).

12.2 Any claim or cause of action arising out of or related to use of the Services or these Terms of Services must be filed within one year after such claim or cause of action arose or be forever barred. Any claim by you that may arise in connection with these Terms of Service will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief.

13. WAIVER OF CLASS ACTIONS; ARBITRATION

13.1 Binding Arbitration. You and TFS acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts; accordingly, you and TFS agree that, except for i) statutory or common law claims related to intellectual property, and ii) any claims that may be brought in small claims court where the amount in controversy is properly within the jurisdiction of such court (collectively, “Excluded Claims”), any controversy or claim arising out of or relating to the Terms of Service, the Terms of Sale, your relationship to TFS as a subscriber, or your use of any of TFS’s Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (the “Covered Claims”), will be resolved by binding, individual arbitration. YOUR AGREEMENT TO ARBITRATION MEANS THAT FOR ALL COVERED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.

13.2 WAIVER OF CLASS ACTIONS. YOU AND TFS AGREE THAT EACH PARTY MAY BRING DISPUTES RELATING TO BOTH COVERED CLAIMS AND EXCLUDED CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION.

13.3. Conduct of Arbitration; Governing Rules. Arbitrations for any disputes between us relating to the Covered Claims will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules and the Supplementary Rules for Multiple Case Filings (collectively, the “AAA Rules”). For more information about arbitration, the AAA and the arbitration process, please consult the American Arbitration Association web site at adr.org. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision–including whether any claims are Covered Claims or Excluded Claims within the meaning of this provision–are for the court to decide. As stated in Section 14, New York law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.

Prior to initiating arbitration for a Covered Claim, both parties agree that they will provide individualized written notice of the potential claim to the opposing party setting forth: (1) the factual and legal basis for the claim; (2) contact information for the potential claimant and their counsel, if any; and (3) the remedies sought, including the amount of claimed monetary damages (the “Notice”). Following receipt of the Notice by the opposing party, the parties agree to make a good faith effort for at least 30 days to resolve the claim before resorting to more formal means of resolution, including, without limitation, arbitration or any court action. To provide notice of a claim to TFS, write to info@theflipside.io.

Unless you and TFS agree otherwise in writing, any hearings for the arbitration will take place in a location to be determined in accordance with the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except that if the arbitrator finds at any time that a claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys’ fees, associated with that claim.

Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.

13.4 For all litigation regarding Excluded Claims and any other controversy or claim for which arbitration is denied, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the County of New York in the State of New York.

13.5 All provisions of this Dispute Resolution – Arbitration and Waiver of Class Actions Section will survive termination of these Terms of Service and the Terms of Sale, your relationship with us, and/or your account or profile.

14. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the revised Terms and update the Effective Date above. If the changes, in our sole discretion, are material, we may also notify you by sending an email to the address associated with your Account (if you have chosen to provide an email address) or by otherwise providing you with notice through our Services. By continuing to access or use the Services on or after the Effective Date of the revised Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using our Services before the changes become effective.

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