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FLIPFIT APPLICATION TERMS OF SERVICE

Last revised: October 13, 2019

These terms of service, together with any other agreements or terms incorporated by reference, including the FlipFit Privacy Policy (available at: https://flipfit.com/privacy) (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between FlipFit and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms.

  1. Definitions
    1. "Account" means an online account registered by You for the purpose of using the Services.
    2. "Platform" means FlipFit personalized styling online solution, aiming to provide end-users with a customized shopping experience.
    3. "Services" means any applications, products, services, documentation, and software made available through the Platform.
    4. "We", "Us", "FlipFit" or "Our” means Humans, Inc.
    5. "You" or "Customer" means the person accepting these Terms.
  2. The Services
    1. Access to the Platform. Following the initial registration of an Account you will have the ability to access the Platform and use the Services solely for the purpose of your personal use. We may update the Services from time to time, including adding or removing functions.
    2. Software. Some Services may require you to download software. If any software is offered under an open source license, we will make the license available to you and the provisions of that license shall apply notwithstanding any provisions to the contrary under these Terms.
    3. Service Providers. We may use third-parties in the operation of our Services or to perform any of our obligations (each a "Service Provider"), including using Service Providers for cloud infrastructure and hosting services. In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share your data with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.
    4. Children under 16. The Service is not directed at children. If you are a child, please do not use or attempt to register to use the Service.
  3. Registration and User Account
    1. Establishing an Account. You must register and establish an Account in order to use our Services.
    2. SNS Account. You may register an Account by logging into your account with certain third-party sites ("SNS") including, but not limited to, Facebook, Google (each such account, a "Third-Party Account"), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to FlipFit through the Service; or (ii) allowing FlipFit to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SNS, You represent that you are entitled to disclose your Third-Party Account login information to FlipFit and/or grant FlipFit access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating FlipFit to pay any fees or making FlipFit subject to any usage limitations imposed by such third-party service providers.
    3. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
    4. SNS Account Information. By granting FlipFit access to any Third-Party Accounts, you understand that FlipFit will access, make available and store (if applicable) certain content that you have provided to and stored in your Third-Party Account, as further detailed in our Privacy Policy ("SNS Content") so that it is available on and through the Platform via your Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Account on the Services. Please note that, if a Third-Party Account or associated service becomes unavailable or FlipFit’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts, at any time, on the Platform. FlipFit makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and FlipFit is not responsible for any SNS Content.
    5. Deletion of Account. You may delete your Account at any time. Any information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).
  4. Use Obligations and Restrictions
    1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; and (ii) pay the fees for the Services, if applicable, when due.
    2. Restrictions. You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) attempt to disable, impair, or destroy the Services, or Platform; or (d) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
  5. Intellectual Property Rights
    1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by FlipFit and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to FlipFit’s intellectual property rights. Nothing in the Terms constitutes a waiver of FlipFit’s Intellectual Property Rights under any law.
    2. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
  6. Indemnification. You will indemnify, defend, and hold harmless FlipFit, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third-party alleging that your use of the Services violates applicable law or that your use of the Services is in violation of these Terms.
  7. Disclaimers of Warranties
    1. THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND FLIPFIT DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
    2. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.
  8. Limitation of Liability
    1. IN NO EVENT WILL FLIPFIT BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF FLIPFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN NO EVENT WILL FLIPFIT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED THE GREATER OF AN AMOUNT OF US$100.00, OR THE AMOUNT YOU PAID FLIPFIT, IF ANY, IN THE LAST 12 MONTHS.
    3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
  9. Term and Termination
    1. Term. These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.
    2. Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account.
    3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
  10. Governing Law and Jurisdiction

    These Terms are governed by the laws of Delaware excluding rules as to choice and conflicts of law and the competent courts in Delaware, United States will have jurisdiction; however, FlipFit or its affiliates may bring suit for payment in the country where your entity is located. You and FlipFit agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

  11. General
    1. Changes to Terms. FlipFit may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform. You are responsible for checking the Platform regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
    2. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
    3. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
    4. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between You and FlipFit.
    5. Entire Agreement. These Terms contain the entire agreement between FlipFit and You relating to your use of the Services and supersedes any and all prior agreements between FlipFit and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by FlipFit in these Terms.
    6. Assignment. You may not assign your rights or delegate your obligations under these Terms without FlipFit’s prior written consent. Any purported assignment contrary to this section will be null and void and without effect. FlipFit may assign its obligations hereunder among the various FlipFit entities within the FlipFit group, by a change to the definition of FlipFit hereunder which change will become effective upon posting on the Platform.
    7. No Third-Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, users are not third-party beneficiaries to your rights under these Terms.