Terms of Use
Last Updated: 5 January 2025
Flype (“Application”) is made available by Flype Technologies, Inc. (“Company”) to assist drivers in delivering and managing orders assigned by the Company.
Please read this Terms of Use agreement (the “Terms” or “Agreement”) carefully. These Terms govern your access to and use of the Application and its features. By accessing, downloading, registering, or using the Application in any way, including utilizing the services and resources made available through the Application (individually, a “Service,” and collectively, the “Services”), you confirm that:
1. You have read, understood, and agree to be bound by these Terms;
2. You are of legal age to form a binding contract with Flype Technologies, Inc. and its subsidiaries (the “Company”); and
3. You have the authority to enter into this Agreement personally or on behalf of the entity identified as the user and to bind that entity to these Terms.
The term “You” refers to the individual or legal entity, as applicable, identified as the user during the registration process. If you do not agree to these Terms, you may not access or use the Application or the Services.
Section 9 (“Disputes Resolution & Arbitration Agreement”) of these Terms (the “Arbitration Agreement”) states that any claims between you and Company, including those arising before the effective date of these terms, will generally be resolved through binding arbitration, with limited exceptions. Unless you opt out, you agree to pursue claims only on an individual basis, not as part of a class action. To the fullest extent permitted by law, you also waive your right to seek relief in a court of law and to have a jury trial. Please see section 9 for more details on the Arbitration Agreement, its effects, and how to opt out.
1. USE OF THE SERVICES AND APPLICATION
The Application, Services, and any content or information available through the Application and Services (collectively, the “Company Properties” and individually, “Company Property”) are the property of the Company and are protected by copyright, trade secret, and other intellectual property laws worldwide. Your use of the Company Properties is governed by this Agreement and any other terms or licenses provided by the Company.
License Grant
Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to download, install, and use a copy of the Application on a single mobile device you own or control. The Application may be used solely for your personal or internal business purposes related to managing your delivery tasks.
For any Application downloaded from the Apple App Store (an “App Store Sourced Application”), you may use the Application only on an Apple-branded device running iOS (Apple’s proprietary operating system), and only as permitted by the Apple App Store Terms of Service. Similarly, for any Application downloaded from Google Play (a “Google Play Sourced Application”), you may have additional license rights for use within your designated family group.
Company Properties Updates
You understand that Company Properties are continuously evolving. As a result, the Company may require you to accept updates to the Application or Services that you have installed on your mobile device. These updates may occur with or without prior notice to you. Additionally, you may need to update third-party software to continue using Company Properties.
Usage Restrictions
The rights granted to you in this Agreement are subject to the following restrictions:
– You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or commercially exploit the Company Properties, including the Application.
– You shall not use framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, layout, or form).
– You shall not use any metatags or hidden text that reference Company’s name or trademarks.
– You shall not modify, translate, adapt, merge, disassemble, decompile, reverse compile, or reverse engineer any part of the Company Properties unless expressly prohibited by law.
– You shall not use any manual or automated software or devices, such as spiders, robots, scrapers, crawlers, or data mining tools, to scrape or download data from the Application.
– Except as expressly permitted herein, no part of the Company Properties may be copied, reproduced, distributed, republished, displayed, or transmitted in any form or by any means.
You shall not remove or destroy any copyright notices or other proprietary markings on or in the Company Properties.
Any future releases, updates, or additions to the Company Properties are subject to the terms of this Agreement. Company, along with its suppliers and service providers, reserves all rights not granted in this Agreement. Unauthorized use of any Company Property will terminate the licenses granted to you under this Agreement.
Company Communications
By agreeing to this Agreement and using the Company Properties, you consent to receive communications from the Company, including via email, text messages, phone calls, and push notifications. These communications may include, but are not limited to:
– Operational communications regarding your account or use of the Company Properties
– Updates on new or existing features
– Promotional messages from Company or third-party partners
– News and updates about the company and the delivery industry
Standard text messaging charges from your cell phone carrier may apply to any text messages sent by us. If you wish to opt-out of certain communications, please visit the “Your Privacy Choices” section of our Privacy Policy. However, you acknowledge that opting out of certain communications may impact your use of the Application or the Services.
2. ACCOUNT REGISTRATION AND USE
To access the features of the Application and Services, you will need to register as a “Registered User”. A “Registered User” is a user who has created an account on the Application (referred to as your “Account”).
Providing Accurate Registration Information
When registering your Account, you agree to provide truthful, accurate, current, and complete information as prompted by the registration form (the “Registration Data”). You also agree to promptly update the Registration Data to keep it accurate and current. By registering, you confirm that you:
1. Are at least eighteen (18) years old;
2. Are of legal age to enter into a binding contract;
3. Are not barred from using the Company Properties by applicable laws in the United States, your place of residence, or any other relevant jurisdiction.
You are responsible for all activities under your Account and agree to monitor its use to prevent unauthorized access by minors. You assume full responsibility for any unauthorized use of the Company Properties by minors and you agree to:
– Not share your Account credentials with anyone;
– Immediately notify Company of any unauthorized use of your password or other security breach;
– Log out of your Account after each session.
Company reserves the right to remove or reclaim usernames for any reason, including third-party claims of intellectual property violations.
Ownership of Your Account
You acknowledge and agree that you have no ownership or property interest in your Account. All rights to your Account are and will remain the exclusive property of the Company.
Required Equipment and Connectivity
To access the Company Properties, you must provide and maintain all necessary equipment and software, including a mobile device that is compatible with the Application. You are responsible for any costs, including but not limited to Internet or mobile fees, incurred when accessing the Company Properties.
3. INTELLECTUAL PROPERTY RIGHTS
You agree that Company and its suppliers retain all rights, titles, and interests in the Company Properties, which include but are not limited to: computer code, themes, objects, characters, character names, stories, dialogue, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, documentation, and software. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices included with the Company Properties.
Trademarks and Branding
Company and all related graphics, logos, service marks, and trade names used in connection with the Company Properties or Services are trademarks of Company and may not be used without prior permission. Other trademarks, service marks, and trade names that appear in or on the Company Properties are the property of their respective owners.
Feedback Submission
Any feedback, suggestions, or proposals you submit to the Company through its suggestion forms, feedback sections, or similar channels (referred to as “User Feedback”) are provided at your own risk. You acknowledge that the Company has no obligation to maintain the confidentiality of such User Feedback. By submitting User Feedback, you grant Company a royalty-free, worldwide, irrevocable, perpetual, and sublicensable license to use, reproduce, adapt, modify, create derivative works, and otherwise exploit the User Feedback for the purpose of operating and improving the Company Properties or Company’s business. You represent that you have the necessary rights to submit such User Feedback.
Your Generated Content
Company does not claim ownership of content that you upload, post, email, or otherwise Distribute Content through the Company Properties (“Your Generated Content”). However, by submitting Your Generated Content, you represent that you own or have the necessary rights to grant Company a royalty-free, worldwide, irrevocable, perpetual, non-exclusive license to use, modify, adapt, distribute, and publicly display Your Generated Content in connection with the operation of the Company Properties. This includes the right to create derivative works and to incorporate Your Generated Content in other works in any medium or technology, known or developed in the future.
License to Use Your Generated Content
By posting or submitting Your Generated Content to the Company Properties, you grant Company a royalty-free, worldwide, irrevocable, and sublicensable license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Generated Content for the purpose of operating and providing Company Properties. You understand that other Registered Users may access, view, use, modify, and reproduce Your Generated Content in any “public” areas of the Company Properties. You warrant that the holder of any intellectual property rights in Your Generated Content has waived all such rights, granting you the authority to provide the license described above. You are solely responsible for Your Generated Content and agree not to post content that infringes on the rights of others including for example posting photographs of others without their explicit permission.
4. PROHIBITED USER CONDUCT
As a condition of use, you agree not to use Company Properties for any purpose prohibited by this Agreement or applicable law. You shall not, and shall not permit any third party, to:
(a) take any action, or
(b) upload, post, e-mail, transmit, or otherwise distribute content (“Distribute Content”) through Company Properties that:
1. Infringes any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary rights of any person or entity;
2. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
3. Constitutes unauthorized or unsolicited advertising, junk, or bulk e-mail;
4. Involves commercial activities such as contests, sweepstakes, barter, advertising, or pyramid schemes, without prior written consent from Company;
5. Impersonates any person or entity, including any employee or representative of Company;
6. Interferes with or attempts to interfere with the proper functioning of Company Properties, or uses them in any way not expressly permitted by this Agreement;
7. Engages in, or attempts to engage in, harmful acts directed at Company Properties, including but not limited to violating or attempting to violate security features, using automated tools to scrape or crawl pages, introducing viruses or malicious code, or attempting to disrupt the use of Company Properties by others through any method.
5. LIMITATION OF LIABILITY
In no event shall Company (including its subsidiaries, partners, and affiliates, and each of their respective officers, directors, employees, agents, shareholders, partners, licensors, and suppliers) be liable to you for any incidental, special, punitive, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the services, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the services, or these terms, however arising, including negligence, even if Company or Company’s agents or representatives know or have been advised of the possibility of such damages. except for Company’s obligations to protect your personal data as set forth in the Privacy Policy, Company assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including, but not limited to, Your Generated Content and user content), user communications, or personalization settings.
In no event shall Company (including its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, shareholders, partners, licensors, and suppliers) be liable for any indirect, special, punitive, incidental, exemplary and/or consequential damages (including, but not limited to, physical damages, bodily injury, death, and/or emotional distress and discomfort) arising out of your use of the services, any services provided by third-party providers, or any products requested by you or delivered to you, even if Company or Company’s agents or representatives know or have been advised of the possibility of such damages.
Company’s total liability for all claims arising out of or in connection with the services shall not exceed the amount you have paid to Company in the one-month period preceding the event that gave rise to the claim, or $100, whichever is greater, or as otherwise required by applicable law.
U.S. federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitation of certain liabilities, so the above exclusions may not apply to you. These terms give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The exclusions and limitations under these terms will not apply to the extent prohibited by applicable law.
Force Majeure
Company shall not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, actions by civil or military authorities, fires, floods, accidents, strikes, or shortages of transportation, fuel, energy, labor, or materials. In such cases, Company will be excused from performance as long as these conditions persist.
6. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Company, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, licensors, and any other associated entities (each, a “Company Party” and collectively, the “Company Parties”) from and against any and all losses, damages, liabilities, claims, actions, costs, penalties, fines, and expenses (including but not limited to reasonable attorneys’ fees, expert fees, and other expenses) arising out of, relating to, or resulting from:
a) Your use of, or inability to use, the Services, including any breach of these Terms or any unauthorized use of the Services, including any actual or alleged violation of laws, rules, or any applicable guidelines or policies;
b) Your failure to comply with any applicable laws, regulations, or rights of third parties, including any violation of intellectual property or privacy rights, or any action that causes harm to any third party, including Registered Users, Retailers, or other Third-Party Providers;
c) Any dispute or issue between you and any third party, including but not limited to Merchants, Retailers, or other service providers, related to the Services or any products or services acquired through them;
d) Any content you submit, upload, or post through the Services, including any actions that arise from Your Generated Content or your interactions with third parties;
e) Any violation by you of these Terms, including any act, omission, or default that leads to loss, damage, or harm to Company, its business, or its users.
Company reserves the right, at its sole discretion and at its own cost, to assume the exclusive defense and control of any matter subject to indemnification by you. In such an event, you will fully cooperate with the Company in asserting any available defenses. This indemnity provision will survive any termination of your Account, the Agreement, and/or your access to Company’s Services.
7. DISCLAIMER OF WARRANTIES
To the fullest extent permitted by applicable law, Company and its affiliates, officers, directors, employees, agents, partners, and suppliers (collectively, “Flype Parties”) disclaim all warranties, whether express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, with respect to the Services and any content, materials, or information provided through the Services.
The Services are provided on an “as-is” and “as-available” basis, without any warranties of any kind. Company e does not guarantee that the Services will be uninterrupted, error-free, secure, or free from defects, bugs, or viruses. Company makes no representations or warranties regarding the accuracy, completeness, reliability, or timeliness of the information or content provided through the Services. You acknowledge that any reliance on such information or content is at your own risk.
Company does not warrant that the Services will meet your requirements or that the Services will be free from defects, viruses, or other harmful components. Company is not responsible for any loss or damage arising from your use or inability to use the Services, including but not limited to the cost of procurement of substitute goods or services, or any loss of data or content. You are solely responsible for any risks associated with your use of the Services, including any actions you take based on information or services provided by the Company. Company disclaims any liability for damages, including those resulting from your reliance on any content, goods, or services obtained through the Services.
8. TERMINATION
This Agreement shall remain in full force and effect while you use the Company Properties. You may terminate your use of the Company Properties at any time by deleting your Account and ceasing all use of the Services. The Company may terminate or suspend your access to the Service or your Account, at its sole discretion, at any time and for any reason, including for violation of this Agreement, without notice or liability to you. Upon termination, all licenses granted to you in this Agreement will immediately cease, and you must destroy all copies of the Application.
The following sections of this Agreement shall survive termination: Intellectual Property Rights, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and any other provisions that by their nature should survive termination.
9. DISPUTE RESOLUTION & ARBITRATION AGREEMENT
You and Company agree that any disputes, claims, or disagreements related to your use of our Services, access to the Application, any communications you receive, or the terms of this agreement (collectively, “Disputes”) will be resolved through binding arbitration rather than through court, except for certain cases as outlined below. These include:
– Small Claims: Either party may bring claims in small claims court if they qualify, and these claims remain in small claims court.
– Intellectual Property: Either party may seek relief in court for the infringement or misuse of intellectual property rights (e.g., trademarks, patents, copyrights).
This applies to Disputes arising before or after the effectiveness of this agreement, including those in prior versions.
9.1 Mandatory Informal Dispute Resolution Meeting
Before initiating formal arbitration, both parties agree to make a good-faith effort to resolve any dispute (hereinafter referred to as a “Dispute”) informally through a Dispute Resolution Meeting. This meeting is intended to allow both parties an opportunity to discuss and resolve the Dispute without the need for formal proceedings. The meeting may take place via telephone or video conference, and, if you are represented by legal counsel, your counsel may also participate.
Notice of Dispute
The party initiating the Dispute must provide written notice to the other party, informing them of their intent to engage in the Informal Dispute Resolution Meeting. This notice must be sent within 60 days of the initiating party’s intent and must include the following details:
– Full legal name
– Address
– Contact information
– A description of the issue in dispute
– Email address associated with your account (if applicable)
If you wish to initiate an Informal Dispute Resolution Meeting with the Company, please send your notice to team@flype.org with the subject line “Informal Dispute – Dispute Resolution Meeting”.
Location and Timing
The Informal Dispute Resolution Meeting will be scheduled at a mutually agreed time and location, typically conducted via teleconference or video call. The meeting must take place, and the details must be finalized, within 60 days of the Dispute being filed.
Requirement to Participate
Both parties agree that participation in the Informal Dispute Resolution Meeting is a required step before initiating formal arbitration or pursuing a small claims court action. This step is intended to provide an opportunity to resolve the Dispute amicably and without formal proceedings. The 60-day period from the written notice of the Dispute will temporarily suspend (tolled) the applicable statute of limitations and any filing deadlines for arbitration or small claims actions.
Each Dispute, even if of a similar nature, will be treated individually. If different Disputes are initiated by parties represented by the same legal counsel, they will not be consolidated into a single Informal Dispute Resolution Meeting unless agreed upon by all parties, including the Company. However, nothing in this Arbitration Agreement prevents the parties from engaging in informal communications during the period between receiving the notice of Dispute and the Informal Dispute Resolution Meeting in an effort to resolve the issue.
9.2 Arbitration Agreement
For residents of the United States, if we are unable to resolve a Dispute in good faith through the Dispute Resolution Meeting outlined in Section 9.1, both you and Flype agree to resolve any dispute, controversy, or claim (each, a “Claim”) through binding arbitration, rather than through court proceedings. This includes, but is not limited to, disputes arising from or related to these Terms, including:
1. The formation, existence, breach, termination, enforcement, interpretation, validity, scope, or enforceability of these Terms;
2. Access to or use of the Services, including the receipt of advertising or marketing communications and/or any information contained within the Services;
3. Transactions through, by, or using the Services;
4. Any other aspect of your relationship or transactions with the Company as a user.
This Arbitration Agreement applies to all Claims, regardless of whether they arose before or after the effective date of these Terms.
Initiate Arbitration
If the Dispute Resolution Meeting does not result in a satisfactory resolution, the party wishing to initiate arbitration must submit a request for arbitration within 14 days after the conclusion of the Dispute Resolution Meeting. If the arbitration request is not submitted within this 14-day period, the right to initiate arbitration will be deemed waived, and the party will forfeit the right to pursue arbitration for the Dispute.
The arbitration request must include the following:
(1) Full legal name.
(2) Address & Telephone number.
(3) Email address associated with an Account (if applicable).
(4) A statement of the legal claims being asserted and the factual bases for those claims
(5) A description of the remedy sought, including an accurate, good-faith calculation of the amount in controversy in United States Dollars
(6) Evidence that any necessary filing fees have been paid in connection with the arbitration
If the requesting party is represented by counsel, the arbitration request must also include:
(1) Counsel’s name, telephone number, mailing address, and email address
(2) Counsel’s signature on the arbitration request, certifying that:
(3) The request is not being presented for an improper purpose, such as to harass, cause unnecessary delay, or increase the cost of dispute resolution
(4) The claims, defenses, and legal contentions are warranted by existing law or a non-frivolous argument for extending or modifying existing law
(5) The factual and damages contentions have evidentiary support, or will likely have support after a reasonable opportunity for further investigation or discovery
The arbitration request should be sent to the Company via email to team@flype.org with the subject line “Arbitration.” Company is not responsible for any issues related to undelivered email or reception of the arbitration request.
9.3 Arbitration Rules and Governing Law
This Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), which preempts state laws to the fullest extent allowed. If the FAA does not apply to any issue arising under this Agreement, it will be resolved under the law of your state of residence.
Unless otherwise specified for California residents, arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “Rules”). The Rules are available at www.adr.org, and in the case of conflict, this Arbitration Agreement will take precedence. The Parties agree to submit to the jurisdiction of a single neutral arbitrator, selected per the Rules, who will decide the rights and liabilities of both parties. The Arbitrator will have authority to award the same damages and relief as a court. The decision of the Arbitrator is final and binding.
The Arbitrator will also have exclusive authority to resolve any disputes related to the interpretation, applicability, enforceability, or formation of this Agreement, including any claims that it is void or voidable. The Arbitrator is responsible for determining issues of arbitrability, including defenses like waiver, delay, or unconscionability.
Arbitration will be held in the county where you live or use the Services, or another mutually agreed location. If your claim is under $10,000, arbitration will be based on submitted documents unless the Arbitrator decides a hearing is necessary. For claims over $10,000, your right to a hearing will be determined by the Rules. The Rules will govern the payment of all filing, administrative or arbitrator fees associated with arbitration (“Arbitration Fees”). Each party will pay its own fees, but either party may request an award for reasonable attorneys’ fees and costs, including any Arbitration Fees, if the other party’s claims or defenses are deemed groundless or frivolous.
California Residents
For California residents, arbitration will be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules (the “ADR Services Rules”) in effect at the time the arbitration demand is made. These rules are available at: https://www.adrservices.com/services/arbitration-rules/. In the event of any conflict between the ADR Services Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will govern.
The Parties agree to submit to the jurisdiction of a single neutral arbitrator (the “ADR Arbitrator”) selected in accordance with the ADR Services Rules. The ADR Arbitrator shall have the authority to award the same types of damages and relief on an individual basis that a judge in a court of law can award. The ADR Arbitrator shall follow the applicable law, and the decision will be final and binding on both parties involved.
You and Company further agree that the ADR Arbitrator shall have exclusive authority to resolve any disputes regarding the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of this Agreement is void or voidable. The ADR Arbitrator will also address threshold arbitrability issues, including those related to whether the Terms are unconscionable, illusory, or otherwise unenforceable, as well as any defenses to arbitration such as waiver, delay, laches, unconscionability, or estoppel.
The arbitration will take place in California, in the county where you live or use the Services, or another location mutually agreed upon by you and Company in writing.
Regarding the payment of arbitration fees, the ADR Services Rules will govern the payment of all filing, administrative, or arbitrator fees (“ADR Services Arbitration Fees”). A summary of the current fee schedule can be found on the ADR Services website at https://www.adrservices.com/rate-fee-schedule/. Notably, the Company will reimburse you for any ADR Services Arbitration Fees paid by you in excess of the cost to file the dispute in a court of competent jurisdiction located in the same location as the arbitration. Any disputes about this reimbursement shall be resolved by the Arbitrator.
In the event the Arbitrator finds that you are unable to afford the ADR Services Arbitration Fees and that you cannot obtain a waiver from ADR Services, the Company agrees to cover such fees on your behalf. However, either Party may request an award of reasonable attorneys’ fees and costs (including, but not limited to, ADR Services Arbitration Fees) if the Arbitrator determines that the other party has asserted claims or defenses that are groundless, made in bad faith, or for the purpose of harassment, or are otherwise frivolous as defined under applicable laws, including Federal Rule of Civil Procedure 11 or any applicable state or local equivalent.
As a California resident, and in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Boulevard, Suite N 112, Sacramento CA 95834, or by telephone at 800-952-5210.
9.4 Exceptions to Arbitration Agreement
Notwithstanding the mandatory arbitration provisions of this Agreement, you and Company retain the right to:
(a) bring claims in small claims court, provided the claims qualify and the matter remains in small claims court and proceeds on an individual (non-class, non-representative) basis; and
(b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights.
If a Claim qualifies for small claims court but a party initiates arbitration, either party may elect to have the claim resolved in small claims court instead. Upon written notice of such election, the arbitration proceeding will be administratively closed. Any dispute over whether a claim qualifies for small claims court will be resolved by the small claims court, not by an arbitrator.
9.5 Right to Opt-Out of Mandatory Arbitration
You have the right to opt out of this Arbitration Agreement within 30 days of accepting these Terms by sending a written notice to team@flype.org with the subject line “Opt-Out of Mandatory Arbitration.” Your notice must include:
(1) Full Name and address
(2) Email associated with your account (if applicable)
If you opt out, the rest of this Agreement will remain in full force and effect. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you may have or enter into with us in the future.
9.6 Jury Trial Waiver
By agreeing to these Terms, you and the Company waive any constitutional and statutory rights to pursue claims in court and to have a trial before a judge or jury. Instead, any disputes will be resolved through arbitration, as outlined in this Arbitration Agreement, unless otherwise specified in “Exceptions to Arbitration Agreement” above.
9.7 Class, Collective, and Representative Action Waiver
By agreeing to these Terms, you acknowledge and agree that, with respect to any claims within the scope of this Arbitration Agreement, you and Company each waive the right to bring, join, or participate in any class, collective, or representative action or proceeding. Unless you and Company agree otherwise in writing, any arbitration of claims covered by this Arbitration Agreement will proceed only on an individual basis and not as part of a class, collective, or representative proceeding.
You further acknowledge that the arbitrator may award relief only in your favor and solely to the extent necessary to resolve your individual claims. Any relief awarded cannot affect other Company users. The arbitrator will not consolidate claims from multiple parties or conduct any form of class, collective, or representative arbitration.
9.8 Changes to Arbitration Agreement
You agree that if the Company modifies this Arbitration Agreement after the date you last accepted these Terms (or any subsequent updates), you may reject the changes by sending written notice via email to team@flype.org, with the subject line “Rejection of Arbitration Agreement.” The notice must be sent within 30 days of the effective date of the change. Please note that rejecting the change does not revoke or alter your prior consent to arbitrate disputes between you and the Company under the version of the Arbitration Agreement you previously accepted.
9.9 Severance and Expiration of Arbitration Agreement
If any provision or portion of this Arbitration Agreement is deemed invalid or unenforceable under applicable law, that specific provision or portion shall be severed and have no force or effect, while the remainder of the Arbitration Agreement shall remain valid and enforceable to the fullest extent permitted by law.
However, if the Class, Collective, or Representative Action Waiver described above is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any claim related to such relief (and only that relief) must be excluded from arbitration and resolved in a civil court with appropriate jurisdiction. All other claims covered by this Arbitration Agreement shall proceed in arbitration as agreed. If a dispute regarding entitlement to public injunctive relief is litigated in court, the parties agree to stay any related arbitration proceedings for individual claims until the court has resolved the public injunctive relief issue.
Unless otherwise stated in this Section 9, this Arbitration Agreement shall survive the termination of these Terms or your access to the Services, including termination under Section 8 or for any other reason. This Arbitration Agreement remains effective even if you or we close your Application account.
10. GOVERNING LAW
To the extent permitted by applicable law, these Terms will be governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Claims subject to the Dispute Resolution & Arbitration Agreement shall be governed exclusively by the terms outlined in that section. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or your use of the Services that are not covered by the Dispute Resolution & Arbitration Agreement shall be brought exclusively in the federal or state courts of New Castle County, Delaware, USA. You and the Company consent to the personal jurisdiction of those courts.
11. ENTIRE AGREEMENT & SEVERABILITY
These Terms, along with any amendments, modifications, or additional agreements you enter into with Company, shall constitute the entire agreement between you and Company regarding the Services and any use of the Services. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision will be enforced to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
12. NO WAIVER
Company’s failure to enforce or monitor any provision of these Terms does not waive its right to enforce or monitor that provision, or any other provision, at any time in the future. A waiver of any term or condition of these Terms will only be effective if made in writing and signed by an authorized representative of the Company.
13. ASSIGNMENT
You may not assign, transfer, or sublicense any of your rights, licenses, or obligations under these Terms. Any attempt to do so will be void. Company may assign, transfer, or sublicense its rights, licenses, and obligations under these Terms at its discretion, without limitation.
14. CHANGES TO THE TERMS
We may update these Terms periodically. When we do, the most recent version will be posted on the Company’s website, and the “Last Updated” date at the top of the Terms will be updated. If the changes are material, we will notify you through appropriate means (e.g., email or notification within the Services). Changes to these Terms will not apply retroactively. By continuing to use the Services after the updated Terms are posted or after you are notified, you agree to be bound by the revised Terms. If you do not agree with the updated Terms, you must discontinue your use of the Company Properties.
15. APP STORE TERMS OF USE
You acknowledge and agree that the availability of the Application and the Services depends on third-party platforms such as the Apple App Store and Google Play (each, an “App Store”). This Agreement is between you and the Company, not the App Store. The Company, not the App Store, is solely responsible for the Application, its content, maintenance, support, and warranties, as well as addressing claims related to the Application, such as product liability, compliance with laws, or intellectual property infringement.
To use the Application, you must have access to a reliable wireless network and are responsible for any fees associated with such access. Additionally, you agree to pay any fees (if applicable) charged by the App Store in connection with the Application. Your use of the Application is conditioned upon your compliance with all applicable terms of the App Store from which the Application is downloaded. You acknowledge that the App Store and its subsidiaries are third-party beneficiaries of this Agreement and have the right to enforce its terms.
Apple Store Distribution and Use Terms
The following terms apply if you access or download the Application through the Apple App Store:
(a) This Agreement is solely between you and the Company, not Apple. The Company, not Apple, is responsible for the Application and its content. Your use of the Application must comply with the App Store Terms of Service.
(b) Apple is not obligated to provide any maintenance or support services for the Application.
(c) If the Application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if applicable). To the maximum extent permitted by law, Apple has no other warranty obligations regarding the Application. Any other claims, losses, damages, costs, or expenses related to warranty failures are the sole responsibility of the Company.
(d) The Company, not Apple, is responsible for addressing claims related to your use of the Application, including but not limited to:
– Product liability claims,
– Claims alleging non-compliance with legal or regulatory requirements, and
– Claims arising under consumer protection or similar laws.
(e) In the event of a third-party claim that the Application infringes intellectual property rights, the Company, not Apple, is solely responsible for investigating, defending, settling, or discharging such claims.
(f) You and the Company acknowledge that Apple and its subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of its terms,
(g) Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.
You must comply with all applicable third-party terms when using the Application, including any App Store terms.
16. CONTACT INFORMATION
If you have any questions, or comments about these Terms please contact Company at:
Flype Technologies Inc,
651 N Broad St, Suite 206
New Castle, DE, 19709
email: team@flype.org
