These Terms of Service govern your use of all Flipside Crypto, Inc. (“Flipside”) software and/or services (the “Services”). For the purposes hereunder, Services shall also mean any software tools accessed through the Flipside dashboard and any data or other output made available from the use of the Services, which includes, without limitation, Flipside’s Velocity product and Flipside Analytics services. By accessing or using the Services made available via Flipside’s online platform, you agree to these Terms of Service along with the Flipside Copyright Policy (collectively, with any Service Order, if applicable, the “Agreement”). You represent that you are entering into this Agreement as a User or on behalf of the entity identified on the Service Order (“you” or “Customer”) and, if applicable, that you have authority to bind the Customer to this Agreement. Flipside reserves the right to periodically modify these Terms of Service upon written notice to you, and such modification will automatically become effective thirty (30) days after such modification. Upon any renewal of this Agreement pursuant to Section 9 below, the then-current Terms of Service published on the Flipside website at flipsidecrypto.xyz/terms will automatically be incorporated into this Agreement as of such date.
Provision of Access. Subject to all the terms and conditions of this Agreement, Flipside will provide you with access to the Services described on our platform or in the Service Order, if applicable, during the Term, solely for your individual or, if you are an entity, your internal use. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. Flipside retains all rights not expressly granted to you pursuant to this Agreement.
Use of the Services. You will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services; (iii) access the Services in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics within the Services; (iv) make the Services available to or give access to anyone other than registered Users; (v) use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; (vi) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services (including any data or other output made available from the Services) to any third party; (vii) remove any proprietary notices from the Services; (viii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or (ix) use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any applicable privacy, intellectual property, consumer and child protection, obscenity or defamation laws. You further agree that you will not use or disseminate any data or other output made available to you from the Services in any prospectus or other public or private offering document. You will cooperate with Flipside in connection with the performance of this Agreement by making available such information as may be reasonably required, and taking such other actions as Flipside may reasonably request to facilitate Flipside’s performance of the Services. User subscriptions are only for you as a designated user and cannot be shared or used by more than one user. In the event a limited number of users are designated in the Service Order, each designated user may only be transferred via a registration of a new user to replace such former user.
Modification of Services. Flipside may update the Services from time to time, in its sole and absolute discretion. If Flipside changes the Services in a manner that materially reduces the aggregate functionality of the Service, Flipside will make commercially reasonable efforts to inform you thirty (30) days ahead of the effective date of such changes, and you will have the right to terminate this Agreement upon thirty (30) days’ written notice to Flipside (provided that Flipside receives such notice within thirty (30) days of such reduction in functionality). In the event that you terminate this Agreement pursuant to this Section 1(c), Flipside will provide you with a prorated refund of any pre-paid Fees with respect to the then-remaining Term as of the effective date of such termination. You agree that your subscription to the Services and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.
Suspension of Services. Flipside may, at any time in its sole and absolute discretion, and without liability or notice to you (except where required by applicable law): (i) suspend or discontinue parts or all of the Services; (ii) terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (iii) terminate, suspend, restrict or disable access to your accounts or parts, some or all of the User Content; or (iv) change the eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
Service Levels. Subject to the terms and conditions of this Agreement, Flipside shall: (i) provide basic support for the Services to you at no additional charge, and (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability caused by circumstances beyond Flipside’s reasonable control, including without limitation, interruptions in services attributable to acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Flipside employees), Internet service provider failures or delays, denial of service attacks.
Customer Data Security. For the purposes herein, "Customer Data” shall be limited to confidential electronic data and information submitted or otherwise made available by or for you (or the entity that executed a Service Order) that is not otherwise available or accessible by the general public to the Service. For instance, Customer Data may include (i) data made available by you to Flipside via access to your private developer repository data via the Metadata Permissions offered though GitHub Apps for use in connection with the Services (“Developer Repository Data”) or (ii) off-chain data made available by you to the extent such data is kept confidential by you and not otherwise available to the general public (“Off-Chain Data”). Flipside will use commercially reasonable technical and organizational measures that are reasonably designed to: maintain an industry-standard level of security to prevent unauthorized access to and/or disclosure of any Customer Data. Those safeguards will include, but will not be limited to, measures reasonably designed to prevent access, use, modification or disclosure of Customer Data by Flipside personnel except (a) to provide the Services and prevent or address service or technical problems with the Services, (b) as required by applicable law in accordance with terms herein, or (c) as you may expressly permit in writing (including hereunder or via any Service Orders).
General. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
User Content; Compliance with Laws. The Services may include the opportunity for you to upload images or other content to your dashboard or to otherwise create new content on the dashboard (“User Content”). Please understand that you are solely responsible for the User Content. By uploading, you are representing to Flipside that you own or otherwise have (and will continue to have) the necessary rights and permissions to use, share, display, transfer and license the User Content via the Services. You represent, warrant and covenant that the use of the User Content in connection with the Services and you represent, warrant and covenant that you will not produce content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or property rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or, (iv) contains a virus or other harmful computer file, or program. You further acknowledge that you are responsible for all employee activity in connection with the Services and that fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement. If you don’t have sufficient rights to upload or use the User Content, please do not upload the materials.
You represent and warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions that would otherwise prohibit or restrict your use of our Services, and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties. You further represent and warrant that you are (A) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) or any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation; and (B) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States.
Fees and Payment.
Fees. You will pay Flipside any applicable fees due in connection with the use of the Services as set forth on the applicable Services Platform, if applicable, in a Service Order (collectively, “Fees”) in accordance with the terms thereof. Except as expressly otherwise agreed in writing, all Fees are non-cancellable and non-refundable.
Taxes. Any amounts payable hereunder are exclusive of, and you shall be responsible for, all taxes, including general sales tax, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of Flipside, unless you provide to Flipside a valid tax-exempt certificate. In the case of any withholding requirements, you will pay any required withholding yourself.
Flipside IP. Except as expressly set forth in this Agreement, Flipside will own and retain all right, title and interest in and to (i) the Services, including all software, improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed as part of any collateral Services (except as set specifically forth in a Service Order mutually executed by both parties hereto that references this Agreement) or support, and (iii) all intellectual property rights related to all of the foregoing. This Agreement does not grant you (A) any rights to the Intellectual Property Rights in the Services or (B) any rights to use the Flipside trademarks, logos, domain names, or other brand features (except as set forth in the Service Order). "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
User Content License. Whenever you upload User Content, you grant Flipside (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that the User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute the User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
Aggregated Data. You hereby grant to Flipside a worldwide, non-exclusive, right and license to use aggregated, de-identified User Content (i) to create de-identified compilations and analyses of the User Content that is combined with data from numerous other customers (“Aggregate Data”), (ii) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from the User Content (“Analyses”), and (iii) to create, develop, and enhance algorithms, machine learning and other generally available tools in connection with the Services (“Tools”). Flipside shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data, Analyses and Tools for any purpose; provided, however, that Flipside shall not distribute Aggregate Data, Analyses and Tools in a manner that could be used to identify any individual User Content.
Feedback. Notwithstanding anything to the contrary, if you or any of your employees or contractors provide Flipside with any ideas, suggestion(s), enhancement requests, feedback and/or recommendation(s) regarding the Services, including without limitation, new and/or improved features or functionality relating thereto (”Feedback”), Flipside shall own any rights to such Feedback and is free to use and disclose such Feedback without any obligation to you or such employees or contractors.
Warranties and Disclaimers.
Flipside warrants that during the term of any Service Order for the Services, Flipside will perform its obligations hereunder in a professional and workmanlike manner in accordance with industry standards. As your sole and exclusive remedy for a material breach of the above warranty, Flipside will, at no additional cost to you, re-perform the applicable obligations. You will provide Flipside with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any breaches. Such warranty shall only apply if the Services have been utilized by you in accordance with this Agreement or as otherwise instructed by Flipside.
Any reliance that you may place on the information provided through the Services is at your own risk. The information is for informational purposes and is not provided for any trading or investment purposes and it does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
You acknowledge and agree that any information provided via Flipside or any other Services represent mathematical expressions that are dependent on publicly available and private information (including Off-Chain Data), all of which are out of the control of Flipside. Any information provided via Flipside Analytics are also based on a predetermined set of assumptions and methodologies that are not subject to manual adjustment and do not and cannot include all pertinent factors as to value and thus may or may not represent the actual value of the measured Asset.
THE FOREGOING WARRANTY DOES NOT APPLY TO, AND FLIPSIDE STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO, THIRD PARTY SERVICES OR DATA THAT MAY BE PROVIDED OR MADE AVAILABLE VIA THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLIPSIDE DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM OR THE SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY DATA PROVIDED BY FLIPSIDE VIA THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM FLIPSIDE. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT CLIENT’S USE OF THE PLATFORM OR ANY DATA PROVIDED VIA THE PLATFORM IS AT CLIENT’S SOLE RISK. FLIPSIDE DOES NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE DATA PROVIDED OR DISPLAYED, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. CLIENT ACKNOWLEDGES AND AGREES THAT ANY FCAS RATING PROVIDED BY FLIPSIDE IS PROVIDED “AS IS”, FLIPSIDE MAKES NO GUARANTEE THAT ANY TUNING SHALL IMPROVE THE SCORE, THAT SUCH SCORE IS NOT ADJUSTABLE AND APPEALABLE AND IS NOT SUBJECT TO CHANGE.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL FLIPSIDE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FLIPSIDE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL FLIPSIDE’S AGGREGATE LIABILITY ARISING OUT OF AND/OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO FLIPSIDE BY YOU IN THE TRAILING TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. Flipside does not exclude or limit in any way its liability to you in any case where it would be unlawful to do so.
Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever waived.
Term and Termination.
Term. This Agreement will remain in full force and effect until you no longer use the Services (the “Term”). Unless otherwise agreed in writing, either party may terminate this Agreement (and your use of the Services) by written notice delivered at least thirty (30) days prior to the date of such termination.
Suspension. Notwithstanding anything to the contrary in this Agreement, Flipside may temporarily suspend your access to any portion or all of the Services if Flipside reasonably determines that (i) there is a threat to or attack on any of the Services; (ii) your use of the Services abuses, disrupts or poses a security risk to the Services or to any other customer or vendor of Flipside; or (iii) you are in breach of its obligation to pay any fees due under the Agreement (collectively, “Service Suspension(s)”). Flipside will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of and/or access to the Service(s). No expiration or termination will affect your obligation to pay all Fees that have become due before the effective date of such expiration or termination, or entitle you to any refund.
Survival. Sections 4, 5, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement will survive the expiration or termination of this Agreement.
Entire Agreement. This Agreement constitute the entire understanding of the parties with respect to the Service and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this Agreement. This Agreement also supersedes any conflicting language contained in any applicable past or future purchase order regarding the subject matter of this Agreement. In the event of any conflict between the Terms of Service and/or a Service Order, the following order of precedence will apply (in descending order): the Terms of Service and each Service Order. Notwithstanding the foregoing, in the event that a Service Order references a specific provision of these Terms of Service and states that it supersedes such provision, such Service Order will take precedence only with respect to such specific provision.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and to:
207 South Street, 5th Floor Boston, MA 02110
You: Billing Contact identified in a Service Order or via the registration process All Notices must be delivered by personal delivery, email or certified or registered mail (in the latter case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party (or upon delivery, if by email); and (ii) if the party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control.
Waiver. No failure to exercise, or delay in exercising, any rights, powers or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a party to demand full compliance with the terms of this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law.
Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties will use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
Binding Arbitration. If the parties do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes shall be finally settled by binding arbitration taking place in Boston Massachusetts. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection thereto. The arbitration shall be conducted in English, on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction sitting in Suffolk County, Massachusetts.
className Action Waiver. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A className ACTION, EITHER AS A MEMBER OF A className OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Flipside, which shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. To see archived versions of the Flipside Terms of Service, click flipsidecrypto.xyz/terms. Please contact us at 207 South Street, 5th Floor, Boston, MA 02110 with any questions regarding these Terms.
In accordance with applicable law (including the Digital Millennium Copyright Act of 1998), Flipside will, when appropriate, take such action as we determine to respond to a claim regarding copyright infringement. This could include the termination the accounts of repeat copyright infringers. We also reserve the right, in our sole discretion, to terminate any account for actual or apparent copyright infringement.
Submitting A Notice Of Infringement. To submit a notice of claimed copyright infringement, please provide us with a written statement, executed by you, with the following:
1. Identification of the copyrighted work you are claiming to have been infringed (e.g., a link to your original work or clear description of the materials allegedly being infringed upon);
2. Identification of the infringing material and information reasonably sufficient to permit Flipside to locate the material on the Services;
3. Your contact information, including name, address, telephone number and email address;
4. The following statements:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
“I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”;
Signatures may be electronic. Deliver this notice, with all items completed, to [email protected]. Alternatively, you may mail the notice to:
Flipside Crypto, Inc.
207 South Street, 5th Floor
Boston, MA 02110
Attn: Copyright Agent
Flipside reserves the right to take any and all action it deems necessary in connection with this claim. Please note that any information you provide may be disclosed to the party that posted the allegedly infringing material.
Flipside’s response to notices of alleged copyright infringement may include the removal or restriction of access to allegedly infringing material. Please note that information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content.
Bad Faith Notices. Please be aware that under applicable law (including 17 U.S.C. § 512(f)), you may be liable for any damages, including without limitation costs and attorneys’ fees incurred by us or our users, if you knowingly materially misrepresent that material or activity is infringing. If you’re unsure whether the material you are reporting is in fact infringing, you may wish to contact an attorney before filing a notification with us.
Submitting A Counter-Notification. If you in good faith dispute the claims set forth in a notice of copyright infringement filed against you, you may submit us a counter-notice. To submit a counter-notice, please provide to us a written statement, executed by you and sent to the original email notification of removal, setting forth the following information:
1. Confirm that the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (the description from the copyright notice will suffice);
2. Your name, address and telephone number;
3. A statement that you consent to the jurisdiction of Federal District Court for Boston, Massachusetts and that you will accept service of process from the person who provided the original notification or an agent of such person;
4. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."; and
Signatures may be electronic. Upon receipt of a valid counter-notification, Flipside will forward it to the notifying party who submitted the original notice of infringement. The notifying party will then have ten business days to notify us that they have filed legal action relating to the allegedly infringing material. If we don’t receive any such notification within ten business days, we may restore the material to the Services.
Flipside may modify this Copyright Policy from time to time, and will post the most current version on our site.