1. Introduction
Welcome to Flipt Marketplace, Inc. ("Company," "we," "our," or "us"). By accessing or using our services, you agree to comply with and be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.
1.1 Definitions
"Agreement" refers to these Terms, our Privacy Policy, and all other operating rules, policies, and procedures that we may publish periodically on the Website.
"Company", "we”, and "us" refer to Flipt Marketplace, Inc., a Delaware company, as well as our affiliates, partners, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
The "Service" refers to the Website and products provided by Company.
The "Website" refers to Company's website located at flipt.co, all subdomains of flipt.co, and all content, services, and products provided by Company at or through flipt.co and its subdomains or domains we have hosted via partners.
"User", "you”, and "your" refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 13 years of age.
"Authorized Users" refer to Users and the Company personnel that Users authorize to access our Service.
2. Services Provided
Our platform provides software-as-a-service solutions that enable businesses to operate consignment and resale businesses, including listing items online through our platform or partner integrations, facilitating purchases, logistics, and managing payouts. We do not take ownership of or responsibility for the items listed or sold by businesses using our platform. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time.
3. User Accounts
To access certain features, you must create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account.
4. Payments
When you sell an item through our platform, you will receive 80% of the selling price in credit unless otherwise noted, which will be visible on your profile within 30 days. Balances can be converted to cash at a rate of 80% of the item's selling price by requesting a cash payout via your user profile or by requesting a check, which will be mailed at the end of the month. Amounts under $50 will not be issued unless all of your items have been sold. Payouts exceeding $200 will be issued via check or ACH. A valid photo ID, legal name and email address are required for obtaining compensation for sales.
5. Pricing Policy
Pricing is determined by the customer at the time of listing. However, the Company reserves the right to refuse items upon review or inspection and may suggest updated pricing. Additionally, our partners and our support team reserve the right to add additional pictures of the items upon inspection.
Pricing is determined by the customer at the time of listing. However, the Company reserves the right to refuse items upon review or inspection and may suggest updated pricing.
The Company reserves the right to discount any item up to 20% after 30 days and every subsequent 15 days. Discounts of up to 10% may apply before two months in specific cases. If an item's price exceeds 80% of its retail value, it will be subject to discounting.
6. Item Policies
We are not responsible for damage to items. If an item is deemed unsellable, the seller will be notified and if Company or any of it's agents or partners have possession of said item, you must pick it up within 1 week. Items unsold after 120 days may be donated to partners without prior notice to the seller.
7. Intellectual Property
All content, trademarks, and software associated with the platform remain the property of the Company. Users may not copy, modify, or distribute any part of the service without explicit permission.
8. Acceptable Use
8.1 Compliance with Laws and Regulations
You will use commercially reasonable efforts to ensure, through proper instructions and enforcement actions, that all access to and use of the Service by you or Authorized Users, or otherwise through your facilities, equipment, identifiers, or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or this Agreement.
8.2 Conduct
No provision of this Agreement includes the right to, and you will not, directly or indirectly:
Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service
Take any action that imposes, or may impose at Company's discretion, an unreasonable or disproportionately large load on Company's infrastructure
Knowingly upload invalid data, viruses, worms, or other software agents through the Service
Enable any person or entity other than Authorized Users to access and use the Service or Technology
Modify or create any derivative work based upon the Service or Technology
Engage in, permit, or suffer to continue any copying or distribution of the Service or Technology
Reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service or Technology
Access the Service in order to build a competitive solution or to assist any third party to build a competitive solution
Remove, obscure, or alter any proprietary notice related to the Service or Technology
Engage in, permit, or suffer to continue any use or other activity that is not expressly authorized under this Agreement by any person or entity within your control.
In the event you violate any of the terms in this section, in addition to any other remedies available at law or in equity, Company will have the right, in its discretion, to immediately suspend your and Authorized Users' use and access to the Service.
9. Termination of Services
We reserve the right to suspend or terminate accounts at our discretion, including for violation of these Terms or misuse of the platform.
10. Limitation of Liability
You understand and agree that we will not be liable to you or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:
The use, disclosure, or display of your Customer Data
Your use or inability to use the Service
Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service
The Service generally or the software or systems that make the Service available
Unauthorized access to or alterations of your transmissions or data
Statements or conduct of any third party on the Service
Any other user interactions that you input or receive through your use of the Service
Hacking, tampering, or other unauthorized access or use of the Service or your account(s) or the information contained therein
Errors, mistakes, or inaccuracies of data
Personal injury or property damage, of any nature whatsoever, resulting from your and authorized users' access to and use of the Service or support
Any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
These limitations will not apply to damages arising out of a party's failure to comply with its confidentiality obligations, indemnification obligations, or payment obligations to Company. Except for their respective indemnity and confidentiality obligations, in no event will either party, their affiliates, directors, employees, or licensors be liable to the other party or any authorized user for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the fees you paid to Company.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
All sales made through the platform are final upon the purchaser taking physical possession of the item. Items are sold 'as-is,' and no returns or refunds will be provided, unless otherwise required by law. The Company provides a software platform for businesses to manage consignment and resale transactions. Unless otherwise noted, we are not a party to any transaction conducted on the platform and do not assume liability for the condition, authenticity, or fulfillment of any item listed by users. Businesses using our platform are solely responsible for compliance with applicable laws, taxes, and customer disputes. To the fullest extent permitted by law, we are not liable for any direct, indirect, incidental, or consequential damages arising from your use of the platform.
11. Customer Data
11.1. Ownership of Data
You retain ownership, right, and responsibility to all text, software, audio, video, images, or other content that you and/or any Authorized User run on or through the Service (collectively "Customer Data"), subject only to the limited rights expressly granted in this Agreement and intellectual property rights. You are solely responsible, and Company assumes no liability for the Customer Data that Authorized Users or other third parties post, send, or otherwise make available over or through the Service.
11.2. License Grant to Company
In order to provide and support the Service for your benefit, you hereby grant Company a worldwide, non-exclusive, royalty-free license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive Customer Data. You agree that, so long as no Confidential Information is publicly disclosed, Company may:
Use Customer Data to refine, supplement, or test Company's product and Service offerings
Include aggregated and anonymized data in any publicly available reports, analyses, and promotional materials.
Retain anonymized, non-attributable data following any termination of this Agreement for use in connection with the above.
12. Communications and Notifications
By using our platform, you consent to receive communications from us via text message, including transactional and promotional messages. Standard messaging rates may apply. You may opt out of receiving promotional text messages at any time by following the instructions provided in the message.
13. Changes to Terms
We may update these Terms from time to time. Continued use of the platform after changes are posted constitutes acceptance of the revised Terms.
14. Business Compliance
Businesses using our platform are responsible for complying with all applicable federal, state, and local laws related to consignment, resale, taxes, and data privacy. The Company does not provide legal, tax, or regulatory compliance guidance, and businesses should seek their own legal counsel where necessary.
15. Miscellaneous
15.1 Representations and Indemnities
This section states Company's entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represent and warrant to Company that you have the authority to enter into and perform this Agreement, and that performance of the Agreement's obligations and exercise of its rights do not and will not violate any applicable laws, regulations, or orders.
You hereby represent, warrant, and covenant that:
You or your licensors owns all right, title, and interest in and to Customer Data
You have all rights to Customer Data necessary to grant the rights contemplated by this Agreement
You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by you in connection with the Service or will obtain such approvals prior to such use.
Company hereby represents, warrants, and covenants to you, that:
The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity
Company has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement
You agree to defend, indemnify, and hold harmless Company and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys' fees) arising out of or related to:
Your or Authorized Users' use of and access to the Service
Your or an Authorized User's violation of any term of this Agreement
Your or an Authorized User's violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights
Your or an Authorized User's violation of any law, rule, or regulation
Any claim or damages that arise as a result of any Customer Data
Any other party's access and use of the Service with provided identifier(s) and password(s).
Company agrees to defend, indemnify, and hold harmless you, if under contract with us for services, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys' fees) arising out of or related to:
Company's breach of any representation, warranty, or obligation in this Agreement
Company's violation of any law, rule, or regulation.
In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Company will indemnify you, if under contract for services, against such claim provided that you give Company prompt written notice of the claim, allow Company to direct the defense and settlement of the claim, and cooperate with Company as necessary, at Company's expense, for defense and settlement of the claim. If the Service or Technology become, or, in Company's opinion is likely to become, the subject of such a claim, Company will have the right to obtain for you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted here to such Service or Technology with refund to you of any fees paid for such Service and Technology (less a reasonable charge for the period during which you has had available to it the use of such Service and Technology).
Company will have no liability for any infringement claim to the extent it:
Is based on modification of the Service or Technology other than by Company
Results from failure of you to use any updated version of Service or Technology provided by Company to you
Is based on the combination or use of the Service or Technology with any other software, program, or device not provided by Company if such infringement would not have arisen but for such use or combination
Results from compliance by Company with designs, plans, or specifications furnished by you
Results from your operation of the Service or Technology in a manner that is inconsistent with its intended use.
Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an "as is" basis without warranties of any kind, either express or implied. Company disclaims all warranties, express or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Company under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).
15.2. Obligations of Parties
The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement will constitute one party as an employee, agent, joint venture partner, or servant of another.
Company will have no liability to you, Authorized Users, or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism, or interruptions in power, communications, satellites, the Internet, or any other network that are beyond its reasonable control.
15.3. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remainder of the Agreement will remain in full force and effect. Any failure on the part of Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
15.4. Complete Agreement
These Terms of Service, together with the Privacy Policy, represent the complete and exclusive statement of the Agreement between you and Company. This Agreement supersedes any proposal or prior agreements, oral or written, and any other communications between you and Company relating to the subject matter of these terms.
If any information posted on the Website conflicts with any provision of this Agreement, the applicable provision of this Agreement will control. Any terms and conditions of any other arrangement issued by you in connection with this Agreement, which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement, will be of no force or effect. Any affiliate of yours will be deemed a third party for purposes of this Agreement. This Agreement can only be modified only by a written arrangement duly executed by authorized representatives of the parties.
For questions, please contact support@flipt.co.
