Terms of Service

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the FLIPADS Platform, you agree to comply with and be bound by these Terms.

Thank you for using FLIPADS!

These Terms constitute a legally binding agreement ("Agreement") between you and FLIPADS (as defined below) governing your access to and use of the FLIPADS website, including any subdomains thereof, and any other websites through which FLIPADS makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "FLIPADS Services"). The Site, Application and FLIPADS Services together are hereinafter collectively referred to as the “FLIPADS Platform”.

When these Terms mention “FLIPADS,” “we,” “us,” or “our,” it refers to the FLIPADS company you are contracting with.

Our collection and use of personal information in connection with your access to and use of the FLIPADS Platform is described in our Privacy Policy.

Sellers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Advertising Media Services.

Table of Contents

1. 1- Scope of FLIPADS Services
2. 2- Eligibility, Using the FLIPADS Platform, Member Verification
3. 3- Modification of these Terms
4. 4- Account Registration
5. 5- Content
6. 6- Service Fees
7. 7- Terms specific for Sellers
8. 8- Terms specific for Sponsors
9. 9- Taxes
10. 10- Prohibited Activities
11. 11- Disclaimers
12. 12- Liability
13. 13- Indemnification
14. 14- Dispute Resolution
15. 15- Feedback
16. 16- Applicable Law and Jurisdiction
17. 17- General Provisions

1. Scope of FLIPADS Services

1.1 The FLIPADS Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Sellers” and the services they offer are “Advertising Media Services” The following are understood as Spaces that allow them to be advertised by third parties, spaces such as Vehicles, Fences, Monoposts or any other Advertisement Media alternative) to publish such Advertising Media Services on the FLIPADS Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such Advertising Media Services (Members using Advertising Media Services are “Sponsors”).

1.2 As the provider of the FLIPADS Platform, FLIPADS does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Advertising Media Services. Sellers alone are responsible for their Listings and Advertising Media Services. When Members make or accept a booking, they are entering into a contract directly with each other. FLIPADS is not and does not become a party to or other participant in any contractual relationship between Members, nor is FLIPADS an Advertisement agency or insurer. FLIPADS is not acting as an agent in any capacity for any Member.

1.3 While we may help facilitate the resolution of disputes, FLIPADS has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Advertising Media Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. FLIPADS does not endorse any Member, Listing or Advertising Media Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by FLIPADS about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to use an Advertising Media Services, accept a booking request from a Sponsor, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by FLIPADS of any Seller or Listing.

1.4 If you choose to use the FLIPADS Platform as a Seller or Co-Seller (as defined below), your relationship with FLIPADS is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of FLIPADS for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of FLIPADS. FLIPADS does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Advertising Media Services. You acknowledge and agree that you have complete discretion whether to list Advertising Media Services or otherwise engage in other business or employment activities.

1.5 To promote the FLIPADS Platform and to increase the exposure of Listings to potential Sponsors, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. FLIPADS cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The FLIPADS Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The FLIPADS Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. FLIPADS is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by FLIPADS of such Third-Party Services.

1.7 Due to the nature of the Internet, FLIPADS cannot guarantee the continuous and uninterrupted availability and accessibility of the FLIPADS Platform. FLIPADS may restrict the availability of the FLIPADS Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the FLIPADS Platform. FLIPADS may improve, enhance and modify the FLIPADS Platform and introduce new FLIPADS Services from time to time.

2. Eligibility, Using the FLIPADS Platform, Member Verification

2.1 In order to access and use the FLIPADS Platform or register an FLIPADS Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.

2.2 You will comply with any applicable export control laws in your local jurisdiction

2.3 FLIPADS may make access to and use of the FLIPADS Platform, or certain areas or features of the FLIPADS Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the FLIPADS Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the FLIPADS Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the FLIPADS Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

2.6 Some areas of the FLIPADS Platform implement Google Maps/Earth mapping services, Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. Modification of these Terms

FLIPADS reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the FLIPADS Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. Your continued access to or use of the FLIPADS Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account ("FLIPADS Account") to access and use certain features of the FLIPADS Platform, such as publishing or booking a Listing. If you are registering an FLIPADS Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register an FLIPADS Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google.

4.3 You must provide accurate, current and complete information during the registration process and keep your FLIPADS Account and public FLIPADS Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) FLIPADS Account unless FLIPADS authorizes you to do so. You may not assign or otherwise transfer your FLIPADS Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your FLIPADS Account credentials and may not disclose your credentials to any third party. You must immediately notify FLIPADS if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your FLIPADS Account. You are liable for any and all activities conducted through your FLIPADS Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

5. Content

5.1 FLIPADS may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the FLIPADS Platform ("Member Content"); and (ii) access and view Member Content and any content that FLIPADS itself makes available on or through the FLIPADS Platform, including proprietary FLIPADS content and any content licensed or authorized for use by or through FLIPADS from a third party ("FLIPADS Content" and together with Member Content, "Collective Content").

5.2 The FLIPADS Platform, FLIPADS Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the FLIPADS Platform and FLIPADS Content, including all associated intellectual property rights, are the exclusive property of FLIPADS and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the FLIPADS Platform, FLIPADS Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of FLIPADS used on or in connection with the FLIPADS Platform and FLIPADS Content are trademarks or registered trademarks of FLIPADS in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the FLIPADS Platform, FLIPADS Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the FLIPADS Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by FLIPADS or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the FLIPADS Platform, you grant to FLIPADS a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the FLIPADS Platform, in any media or platform. Insofar as Member Content (including Verified Images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, FLIPADS does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.5 FLIPADS may offer Sellers the option of having professional photographers take photographs of their Advertising Media Services, which are made available by the photographer to Sellers to include in their Listings with or without a watermark or tag bearing the words "FLIPADS.com Verified Photo" or similar wording ("Verified Images"). You are responsible for ensuring that your Seller Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the FLIPADS Platform if they no longer accurately represent your Listing, if you stop Sellering the Seller Service featured, or if your FLIPADS Account is terminated or suspended for any reason. You acknowledge and agree that FLIPADS shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where FLIPADS is not the exclusive owner of Verified Images, by using such Verified Images on or through the FLIPADS Platform, you grant to FLIPADS an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. FLIPADS in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the FLIPADS Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all Member Content that you make available on or through the FLIPADS Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the FLIPADS Platform or you have all rights, licenses, consents and releases that are necessary to grant to FLIPADS the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or FLIPADS's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances. FLIPADS may, without prior notice, remove or disable access to any Member Content that FLIPADS finds to be in violation of applicable law, these Terms or FLIPADS’s then-current Policies or otherwise may be harmful or objectionable to FLIPADS, its Members, third parties, or property.

5.9 FLIPADS respects copyright law and expects its Members to do the same. If you believe that any content on the FLIPADS Platform infringes copyrights you own, please notify us.

6. Service Fees

6.1 FLIPADS may charge fees to Sellers ("Seller Fees") and/or Sponsors ("Sponsor Fees") (collectively, "Service Fees") in consideration for the use of the FLIPADS Platform.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Seller or Sponsor prior to publishing or booking a Listing. FLIPADS reserves the right to change the Service Fees at any time.

6.3 You are responsible for paying any Service Fees you owe to FLIPADS. The applicable Service Fees (including any applicable Taxes) are charged by FLIPADS Payments. FLIPADS Payments will deduct any Seller Fees from the Ad Fee before remitting the payment to the Seller. All Fees are included in the Total Fees charged by FLIPADS Payments. Unless otherwise provided in the FLIPADS Platform, the Service Fees are not refundable. FLIPADS Payment works thanks to the PAYPAL service and all its policies of terms, conditions and services must be reviewed and accepted by both the Seller and the Sponsor, in order to have a seller account in FLIPADS it is mandatory to have a seller account in https://www.paypal.com/es/business entity responsible for all transactions carried out in FLIPADS.ES

7. Terms specific for Sellers

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the FLIPADS Platform you must (i) provide complete and accurate information about your Seller Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by FLIPADS. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as cleaning fees) for your Listing (“Listing Fee”). Once a Sponsor requests a booking of your Listing, you may not request that the Sponsor pays a higher price than in the booking request.

7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.

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7.1.5 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Advertising Media Services. FLIPADS reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.6 The placement and ranking of Listings in search results on the FLIPADS Platform may vary and depend on a variety of factors, such as Sponsor search parameters and preferences, Seller requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Seller Service, and/or ease of booking..

7.1.7 When you accept or have pre-approved a booking request by a Sponsor, you are entering into a legally binding agreement with the Sponsor and are required to provide your Seller Service(s) to the Sponsor as described in your Listing when the booking request is made. You also agree to pay the applicable Seller Fee and any applicable Taxes.

7.2 List of advertising media services

7.2.1 You represent and warrant that any Ad that you post and are reserved by a Sponsor using your Advertising Media Services (i) will not violate any agreements you have entered into with third parties, such as homeowners associations, condominiums, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses, and registrations). As a Seller, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of anyone who has used the Advertising Media Services.

8. Terms specific for Sponsors

8.1 Terms applicable to all bookings

8.1 Terms applicable to all reservations

8.1.1 Notwithstanding the fulfillment of any requirements established by FLIPADS and / or the Seller (such as completing any verification process), you can reserve an Advertisement available on the FLIPADS Platform by following the corresponding reservation process. Before booking an Ad, you will be presented with all applicable fees, including the Ad Fee, the Sponsor Fee, and any applicable Taxes (collectively, the "Total Fees"). You agree to pay the Total Fees for the reservations requested in connection with your FLIPADS Account.

8.1.2 Upon receipt of a booking confirmation from FLIPADS, a legally binding contract is formed between you and your Sponsor, subject to any additional terms and conditions of the Seller that may be applicable, and any rules and restrictions indicated in the ad. Payments FLIPADS will collect the Total Fees at the time of the reservation request or after the Seller's confirmation.

8.1.3 If you book a Seller Service on behalf of additional Sponsors, you will be obliged to ensure that each of said additional Sponsors meets the requirements established by the Seller; and that they are aware of it and accept these Terms, as well as the terms, conditions, rules and restrictions indicated by the Seller.

8.2 Reservation of Advertising Media

8.2.1 You understand that a confirmed reservation of an Advertising Media ("Advertising Media Reservation") constitutes a limited license that the Seller grants you to make your Advertisement in the purchased Advertising Media, said Advertisement would last as long as you as Sponsor and the Seller previously agree to the temporary acquisition of the Advertising Media.

8.2.2 You agree to end your Advertisement with the Advertising Media no later than the completion date that the Seller specifies in the Advertisement or the date that the Seller and you set by mutual agreement. If your advertising is prolonged beyond the agreed date without the consent of the Seller ("Excess Advertising"), you will no longer have a license to dispose of the Advertising Media, and the Seller will have the right to withdraw your Advertising from its Advertising Media.

9. Taxes

9.1 As a Seller you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").

9.2 Tax regulations may require us to collect appropriate Tax information from Sellers and Sponsors.

10. Prohibited Activities

10.1 You are solely responsible for compliance with all and any laws, regulations, obligations and tax obligations that may be applicable to your use of the FLIPADS Platform. In relation to your use of the FLIPADS Platform, you will not take the following actions or help or allow others to do so:

• violate or circumvent any applicable law or regulation, agreements with third parties, rights of third parties or our Terms, Policies or Standards;

• use the FLIPADS Platform or Collective Content for any commercial or another purpose that is not expressly permitted by Terms or in a manner that falsely implies endorsement or association of FLIPADS or misleads others as to your affiliation with FLIPADS ;

• copy, store or access or use any information, including personally identifiable information about any other Member, contained in the FLIPADS Platform in any way that is inconsistent with the FLIPADS Privacy Policy or these Terms or that violates privacy rights members or third parties;

• use the FLIPADS Platform in connection with the distribution of unsolicited commercial messages ("spam");

• offer, as a Seller, any Advertising Media Service that you do not own or that you do not have permission to make available as Advertising or other media through the FLIPADS Platform;

• unless FLIPADS explicitly permits otherwise, reserve any Listing if you are not going to use the Advertising Media Services yourself;

• contacting another Member for any purpose other than asking a question related to their booking, Listing, or the Member's use of the FLIPADS Platform, including, but not limited to, hiring or requesting any Member to you join third party services, applications, or websites, without our prior written approval;

• use the FLIPADS Platform to ask, make or accept a reservation independent of the FLIPADS Platform, to avoid any Service Fee or for any other reason;

• request, receive or make any payment for Listing Fees outside of the FLIPADS Platform or FLIPADS Payments. If you do so, you acknowledge and agree that: (i) you would be in breach of these Terms; (ii) accept all risks and responsibility for said payment, and (iii) hold FLIPADS harmless for said payment;

• discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or participate in any violent, harmful, abusive or disruptive act behavior;

• misuse or abuse any Listings or services associated with FLIPADS.

• use, display, mirror or frame the FLIPADS Platform or the Collective Content, or any individual element within the FLIPADS Platform, the name of FLIPADS, any trademarks, logos or proprietary information of FLIPADS, or the design and layout of any page or form contained in a page on the FLIPADS Platform, without the express, wrote consent of FLIPADS;

• dilute, tarnish or damage the FLIPADS brand in any way, including unauthorized use of Collective Content, registration and / or use of FLIPADS or derived terms in domain names, trade names, trademarks or other source identifiers, o registration and / or use of domain names, trade names, trademarks or other source identifiers that closely mimic or are confusingly similar to FLIPADS domains, trademarks, slogans, promotional campaigns or collective content;

• use robots, spiders, trackers, scrapers or other automated means or processes to access, collect data or other content from or interact with the FLIPADS Platform for any purpose;

• avoid, omit, delete, deactivate, deteriorate, decrypt or attempt to circumvent any technological measure implemented by FLIPADS or any of the FLIPADS providers or any other third party to protect the FLIPADS Platform;

• attempt to decipher, decompile, disassemble or reverse engineer any software used to provide the FLIPADS Platform;

• take any action that damages or adversely affects, or may damage or adversely affect the performance or proper functioning of the FLIPADS Platform;

• violate or infringe the rights of another person or cause harm to someone.

10.2 You acknowledge that FLIPADS has no obligation to monitor the access to or use of the FLIPADS Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the FLIPADS Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist FLIPADS in good faith, and to provide FLIPADS with such information and take such actions as may be reasonably requested by FLIPADS with respect to any investigation undertaken by FLIPADS or a representative of FLIPADS regarding the use or abuse of the FLIPADS Platform.

10.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to FLIPADS by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

11. Term and Termination, Suspension and other Measures

11.1 This Agreement shall be effective until such time as you or FLIPADS terminate the Agreement following this provision.

11.2 You may terminate this Agreement at any time by sending us an email. If you cancel your FLIPADS Account as Advertising Media, all confirmed reservations will be automatically canceled.

11.3 Without prejudice to our rights specified below, FLIPADS may terminate this Agreement for convenience at any time with thirty (30) days' notice sent by email to your registered email address.

11.4 FLIPADS may terminate this Agreement and/or prevent you from accessing the FLIPADS Platform, immediately. Without prior notice, if (i) you have substantially breached your obligations under these Terms, our Policies or Standards, (ii) you have violated any law, regulation or rights of third parties that apply to you, or (iii) such action resulting necessary to protect the personal safety or material assets of FLIPADS, its Members or third parties (For example .., in case of fraudulent behavior of a Member).

11.5 In addition, FLIPADS may adopt any of the following measures (i) to comply with applicable legislation or with a court order or requirement, issued by law enforcement agencies or other administrative agencies or a governmental body, or in the event that (ii )) you have breached or violated these Terms, the Payment Terms, our Policies or Rules, any law, regulations or third-party rights that apply to you, (iii) you have provided inaccurate, fraudulent, obsolete or incomplete information during the FLIPADS Account registration, the Ad process or subsequently, (iv) you and / or your Ads or Advertising Media Services do not meet at any time any of the quality or eligibility criteria, (v) you have received Negative Evaluations or Evaluations repeatedly or FLIPADS becomes aware in some way, or has received complaints about the way you have behaved or acted, (vi) you have frequently canceled confirmed reservations or failed to respond to reservation requests without cause, or (vii) such resulting action necessary to protect the personal safety or property of FLIPADS, its Members or third parties, or to prevent fraud and other illegal activities:

• deny the display, delete or delay any Posting, Evaluation, Comment and other Member Content;

• cancel any pending or confirmed reservation;

• limit your access to or use of the FLIPADS Platform;

• temporarily or permanently revoke any special status associated with your FLIPADS Account;

• temporarily or, in case of a serious or repeated breach, permanently suspend your FLIPADS Account and prevent you from accessing the FLIPADS Platform.

In the case of minor breaches, and where applicable, FLIPADS will notify you of any action taken and allow you to resolve the problem in a manner reasonably satisfactory to FLIPADS.

11.7 Upon termination of this Agreement, you will not have the right to reinstate your FLIPADS Account or any element of your Member Content. If your access or use of the FLIPADS Platform has been limited or if your FLIPADS Account has been suspended or we have terminated this Agreement, you will not be able to register a new FLIPADS Account or access or use the FLIPADS Platform through another Member's FLIPADS Account.

11.8 If FLIPADS takes any of the actions described in Section 15, you can appeal the decision by contacting us.

12. Disclaimers

If you choose to use the FLIPADS Platform or Collective Content, you do so voluntarily and at your sole risk. The FLIPADS Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the FLIPADS Services, laws, rules, or regulations that may be applicable to your Listings and/or Advertising Media Services you are receiving and that you are not relying upon any statement of law or fact made by FLIPADS relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that some Advertising Media Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily, and you freely and willfully assume those risks by choosing to participate in those Advertising Media Services. You assume full responsibility for the choices you make before, during and after your participation in a Seller Service, and to the maximum extent permitted by law, you agree to release and hold harmless FLIPADS from all liabilities and claims that arise in any way from the Seller Service or in any way related to your Seller Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

 

 

13. Liability

You acknowledge and agree that, to the maximum extent permitted by law, all risk arising from your access and use of the FLIPADS Platform and the Collective Content, its publication or reservation of any Listing through the FLIPADS Platform, its acquisition of any Advertising Media Service or the use of any other Service of the Seller, participation in the Group Payment Service or any other interaction you have with other Members, whether in person or online, remains with you. Neither FLIPADS nor any other party involved in the creation, production or delivery of the FLIPADS Platform or the Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, interruption of the service, computer damage or system failure or the cost of substitute products or services, or for any damage from personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use or inability to use the FLIPADS Platform or Collective Content, (iii) from any communication, interaction or meeting with other Members or other persons with whom you communicate, interact or meet as a result of your use of the FLIPADS Platform, or (iv) from your publication or reservation of a Listing, including the provision or use of the Advertising Media Services of a Listing, whether on the basis of warranty, contract, tort (including negligence), product liability or any other inconvenience, and whether or not FLIPADS has been informed of the possibility of such damage, even if it is determined that a limited remedy set forth herein has not served its essential purpose. In no case shall FLIPADS 'full liability arising from or in connection with these Terms and your use of the FLIPADS Platform, which includes, among others, the publication or reservation of any Ad through the FLIPADS Platform, or the use or impossibility of using the FLIPADS Platform or the Collective Content and in connection with any Advertising Media Service, Event or other services of the Seller. The limitations of damages set out above are fundamental elements of the basis of the deal between FLIPADS and you.

The essential contractual obligations are those of FLIPADS whose proper fulfillment you regularly trust and must rely on for the correct performance of the contract. Any additional liability of FLIPADS is excluded.

14. Indemnification

To the extent permitted by current law, you agree to exempt, defend (at the discretion of FLIPADS), indemnify and discharge FLIPADS and its affiliates and subsidiaries, including, without limitation, FLIPADS Payments, as well as those responsible, from liability, directors, employees and agents, against and against any claims, liabilities, compensation for damages, losses and expenses, including, without limitation, reasonable expenses of legal and accounting advice, arising from, or are in any way related to (i) your breach of these Terms or our Policies or Rules, (ii) your improper use of the FLIPADS Platform or any FLIPADS Services, (iii) your interaction with any Member, your advertising in an Advertising Media, your participation in any Advertising space, Event and other Advertising Media Services, including, without limitation, any injuries , losses or compensation for damages (whether they are non-compensatory sanctions, for direct, incidental, consequential or other damages) of any kind that arise in relation to, or as a result of, said interaction, advertising, participation or enjoyment , or (v) the infringement on your part of any laws, regulations or rights of third parties. The compensation obligation in accordance with this Section 18 only applies if and to the extent that the claims, liabilities, damages, losses and have been caused by a culpable breach of a contractual obligation.

15. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the FLIPADS Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the FLIPADS Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16. Applicable Law and Jurisdiction

These Terms and Conditions will be governed and interpreted in accordance with Spanish legislation. If you act as a consumer, and the consumer protection regulations that are mandatory in your country of residence contain provisions that are more beneficial to you, these provisions will apply regardless of the choice of Spanish legislation. If you act as a consumer, you may initiate any legal proceeding in relation to these Terms and Conditions before the competent court of your place of residence or before the competent court of the registered office of FLIPADS in Spain. If FLIPADS wishes to assert any of its rights against you as a consumer, it can only do so in the courts of the jurisdiction in which FLIPADS is domiciled. If you are acting as an entrepreneur, you agree to submit to the exclusive jurisdiction of the Spanish courts

17. General Provisions

17.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between FLIPADS and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between FLIPADS and you in relation to the access to and use of the FLIPADS Platform.

17.2 No joint venture, partnership, employment, or agency relationship exists between you and FLIPADS as a result of this Agreement or your use of the FLIPADS Platform.

17.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

17.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

17.5 FLIPADS’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

17.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without FLIPADS's prior written consent. FLIPADS may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

17.7 If you have any questions about these Terms please email us flipads@flipads.es