Partnership Agreement "TERMS OF SERVICE"

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FLIP-INC PARTNERSHIP AGREEMENT (TERMS OF SERVICE)

 

This FLIP-INC Partnership Agreement (these “terms” or this “agreement”) is made between you (either an individual or, if you are using FLIP-INC Partnership Agreement on behalf of an entity, that entity) and FLIP-INC. It governs your access to and use of FLIP-INC's services, products, software, and websites (the“Services”).

 

If your Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any of these terms. If you are agreeing to these terms on behalf of an entity, you represent that you have the authority to bind that organization, otherwise you must not sign up for the Services.

 

Please read this agreement carefully. It requires the use of binding individual arbitration to resolve disputes rather than jury trials or class actions (for information about how to opt-out, see Section 11.8 (30-day opt-out period) below).

 

1. Services

1.1. We provide bookkeeping services

FLIP-INC services are a solution for bookkeeping and financial organization. FLIP-INC's automated bookkeeping services and any related communications with us are not a substitute for and do not include legal, tax, financial, real estate,healthcare, or accounting advice. FLIP-INC is not a public accounting firm. For more about what the Services do and do not include, and how you can use them,please see our Acceptable Use Policy.

 

1.2. Xero & Quickbooks online

We use Xero or Quickbooks online to provide the Services. If you don’t already have an account, we will create one for you. Your and our use of Xero will be governed by their terms of Service and Privacy Policy.

 

1.3.Third-party services and Login Credentials

Our Servicescan automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the“Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access,transfer, reformat, and manipulate your account on your behalf; and (b)represent to us that you have the authority to give us this permission. We will maintain Login Credentials in encrypted form, and we will only use them as described in this agreement.

 

1.4.Unauthorized uses of the Services

You will only use the Services in accordance with FLIP-INC Acceptable Use Policy. We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage,or legal liability for FLIP-INC, you or any third party, or may cause FLIP-INC to lose the services of one of our third-party service providers. You represent and warrant that any information you provide to us about your (or, if you ar eacting on behalf of another, that person’s) business, products, or services is accurate and complete.

 

1.5.Modifications to the Services

We are constantly changing and improving our Services. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether.

 

1.6.Facilities and data transfer

Allfacilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where FLIP-INC stores and processes its own information of a similar type. Aspart of providing the Services, we may transfer, store and process Customer Data in the United States. By using the Services, you consent to this transfer,processing and storage of Customer Data.

 

2. Tax Services

If your Order Form shows that you’ve purchased FLIP-INC tax preparation service, your use of that service is governed by the FLIP-INC tax terms.

 

3.Non-Disclosure and Confidentiality

3.1.Obligations

Subject to Section 3.2 (Disclosure of Confidential Information) the recipient (that is,FLIP-INC and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.

 

Upon request, FLIP-INC will execute a separate agreement reflecting these non-disclosure and confidentiality obligations for your records.

 

3.2.Disclosure of Confidential Information

3.2.1.General

Regard lessof any other provision in this agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 3.2.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.

 

3.2.2. Legal Process notification

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (a) it is legally prohibited from giving notice or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.

 

3.2.3.Opposition

The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.

 

4. Payment

FLIP-INC will collect payment for the fees automatically via EFT. Fees are exclusive of taxes, which you’re responsible for if applicable. You hereby authorize FLIP-INC or its payment processor to initiate entries to your business operating accounts on file with FLIP-INC (using your business address on file)in order to pay amounts that you owe to FLIP-INC (including for any Renewal Terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error. FLIP-INC may immediately suspend provision of the Services if your account is past due. Except to the extent expressly set forth in this Section 4 (Payment), all payments are non-refundable and non-creditable.

 

5. Term and Termination

5.1. Initial term

This agreement is effective on the date you sign an Order Form or you other wise agree to these terms (for example, by clicking through an online agreement)(the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for the term specified on your Order Form (the “Initial Term”).

 

5.2.Automatic renewal

Upon the end of the Initial Term and any Renewal Term, your subscription will automatically renew for the same duration as the Initial Term unless you give us notice (via support@FLIP-INC.COM) at least (a) seven (7) days for monthly or quarterly subscriptions; or (b) thirty (30) days for annual subscriptions, in each case,prior to the end of the then-current Initial Term or Renewal Term, as applicable.

 

5.3.Termination by us

We may terminate your subscription at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your subscription for any reason other than your violation of Section 1.4(Unauthorized uses of the Services) or your material breach of this agreement,we will give you a refund of prepaid fees for unelapsed months of the Services.

 

5.4. Effect of termination or expiration of subscription

In the event your subscription ends, we will try to transfer to you the “master administrator” status for the XERO or Quickbooks online account that was maintained for you by FLIP-INC, so that you can elect to maintain that subscription with Xero or QBO and export your data.

 

5.5.Survival

Sections 3,5.4, 6, and 8 – 12 (inclusive) will survive the termination or expiration of this agreement.

 

6.Intellectual Property

As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the Services. You grant us a limited license to use your data to provide, protect, and improve the Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services(“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

 

7. Using FLIP-INC Services on Behalf of Others

If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.

 

8. Warranty Disclaimer

TO THEFULLEST EXTENT PERMITTED BY LAW, FLIP-INC, ITS AFFILIATES, AND ITS AND THEIRSUPPLIERS AND DISTRIBUTORS (THE “FLIP-INC ENTITIES”) MAKE NO WARRANTIES, EITHEREXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEETYOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE,UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THESERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THEEXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANYIMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERYOF THE SERVICE, WHICHEVER IS SOONER. FLIP-INC ENTITIES DISCLAIM ANYREPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY ORENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 

9.Limitation of Liability

TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THEFLIP-INC ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENTSHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12)MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER.SUBJECT TO APPLICABLE LAW, THE FLIP-INC ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, ORPROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE FLIP-INC ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THEENTIRE LIABILITY OF THE FLIP-INC ENTITIES AND YOUR EXCLUSIVE REMEDY WITHRESPECT TO THE SERVICES AND THEIR USE.

 

10.Indemnification

You shalld efend and indemnify the FLIP-INC Entities from and against all damages,losses, liabilities, claims, demands, actions, suits, judgements, settlements,costs and expenses, including all attorneys’ fees, that arise from or relateto: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

 

11.Disputes; Class-Action Waiver

11.1.Judicial forum for disputes

Except asset forth in Section 11.5 (Arbitration), you and FLIP-INC agree that any and all claims relating to these terms or the Services may only be brought in the federal court of Canada, subject to the mandatory arbitration provisions below.Both you and FLIP consent to venue and personal jurisdiction in such courts.

 

11.2. Notice of disputes

If you have a dispute with FLIP-INC, you will promptly send written notice to:FLIP-INC.COM, Inc., 88 Davenport, Toronto

 

11.3.Governing law

This agreement and all claims (including procedural issues) between the parties are governed by the laws of Ontario.

 

11.4.Informal resolution

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 11.2(Notice of disputes). If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.

 

11.5.Arbitration

You andFLIP-INC agree to resolve any and all claims relating to this agreement or the Services through final and binding arbitration, except as set forth below.Arbitration will be held in Ontario or any other location both parties agree to in writing.

 

11.6.Exception to arbitration

Either party may bring a lawsuit in the federal or provincial courts of Ontario, solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above.

 

11.7. NOCLASS ACTIONS

You may only resolve disputes related to or arising from the Services with FLIP-INC Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

 

11.8. 30-day opt-out period

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing SUPPORT@FLIP-INC.COMno later than 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.

 

11.9. Futurec hanges to this dispute resolution agreement

If FLIP-INC makes any changes to this Section 11 (or successor section and not including Section 11.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure set forth in Section 11.8 (30-day opt-out period) within30 days of the change. It is not necessary to submit a rejection of a future change to this Section 11 if you have properly opted out of arbitration incompliance with the requirements of Section 11.8 (30-day opt-out period).

 

12.Miscellaneous

12.1.Updates to this agreement

FLIP-INC maymake nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Other than changes made under Section 11.9 (Future changes to this dispute resolution agreement), the changes to the terms will not apply retroactively and will become effective 30days after we give you notice or the stated effective date of the new terms,whichever is later. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (viasupport@FLIP-INC.COM) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms ineffect immediately before the change until the end of your then-current Initial Term or Renewal Term, as applicable. After that, you will be governed by the changed terms. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

 

12.2.Severability

If one o rmore of the provisions contained in this agreement is held invalid, illegal orunenforceable in any respect by any court of competent jurisdiction, suchholding will not impair the validity, legality, or enforceability of the remaining provisions.

 

12.3.Assignment

You may not assign this agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. FLIP-INC may freely assign this agreement, or its rights and obligations under it, in whole or in part.

 

12.4.Electronic notices

We will communicate with you via email or the Services’ user interface. It is your responsibility to keep your Services account e-mail address up-to-date so that you are able to receive electronic communications from us.

 

12.5. Entire agreement; amendments

This agreement, together with your Order Form, constitutes the entire agreementbetween you and FLIP-INC with respect to its subject matter, and supersedes anyand all prior agreements, discussions, negotiations, and offers. Except asspecifically stated otherwise in the agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement andsigned by both parties.

 

12.6. Orderof precedence; headings

In the eventof a conflict between this agreement and any Order Form, the terms of the OrderForm shall govern. Headings are for information purposes only.

 

12.7.Third-party beneficiaries

FLIP4WARD INC.affiliates and FLIP-INC and its affiliates’ suppliers and distributors are intended third party beneficiaries of Sections 8 – 10 (inclusive). Except as expressly set forth in the foregoing, there are no third party beneficiaries to these terms.

 

13.Definitions

“Affiliate”means any entity that directly or indirectly Controls, is Controlled by, or isunder common Control with a party.

 

“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations,or becomes public through no fault of the recipient.

 

“Control”means control of greater than 50% of the voting rights or equity interests of a party.

 

“Customer Data” means data submitted, stored, sent or received via the Services by you,at your direction, or as part of the Services for you.

 

“Delegates”means employees, Affiliates, agents, and professional advisors.

 

“including”means including, without limitation.

 

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

 

“Accounting Order Form” means the ordering document or website page for the order or updating services.

 

"FLIP",“FLIP-INC”, “we”, and “us” means FLIP4WARD Inc.