Terms of Use

UPDATED SEPT 18, 2023

These Terms of Use (the “Terms”) apply to the FLIP mobile application, the website at FLIP.cards, and any services, features, content, software programming, and interfaces provided through the application and or website (the “App”). The App is owned and operated by the Mercury Studio LLC (“Mercury”, “we”, “our” or “us”).

You may have a copy or link to these Terms emailed to you by providing your email address in the form provided in the App.

Condition of Use

The App is intended for use only by users who are at least 18 years of age. Your access to and use of the App is subject to these Terms, as well as all applicable laws and regulations. Please read these Terms carefully. If you do not accept and agree to be bound by any of these Terms, you are not authorized to access or otherwise use the App. Your access to and use of the App constitutes your acceptance of and agreement to abide by each of the terms and conditions set forth in these Terms.

Use of the App on Mobile Devices

You are solely responsible for any damage to or technical difficulties that arise from your use of the App on your mobile device. We cannot and do not warrant that the App will work as anticipated on every device. Moreover, we cannot and do not warrant that the App will be free from errors resulting in data interruptions, data loss, or other malfunction.

Your mobile service carrier or provider may assess data or other charges based on your use of the App. We recommend that you refer to your service provider’s terms of use for information regarding your account, including applicable data and other charges, prior to using the App on your mobile device. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CHARGES AND FEES, INCLUDING, BUT NOT LIMITED TO, DATA AND OTHER USAGE CHARGES ASSESSED TO YOU BY YOUR MOBILE CARRIER BECAUSE OF YOUR USE OF THE APP.

Content

The App contains text, graphics, icons, logos, button items, images, works of authorship, and other content provided by us or other approved administrators (collectively with all information and material on the App, “Content”). Unless otherwise indicated, content is copyrighted by Mercury Studio, LLC. or other third party approved administrators.

Limited License; All Rights Reserved

Subject to these Terms, you have a non-exclusive, terminable, limited license to access and make personal use of the App (the “License”). This License is for the sole purpose of enabling you to use the App for you to conveniently access all available uploaded Content. The License does not include any right to: (i) download (other than caching), post or modify any portion of the App or Content; (ii) resale or lease the App or Content; (iv) use the App or Content for any commercial purposes; (iii) make derivative use of the App or Content; (iv) crawl, mine, scrape, collect, store, create database, copy, reproduce, duplicate, or use of any data or Content of the App; (v) frame or utilize framing techniques to enclose any part of the App or Content; (vi) use any meta-tags or any other “hidden text” utilizing our name(s) or service mark(s); (vii) reverse engineer or attempt to extract the source code, unless laws prohibit those restrictions; or (viii) remove, modify or tamper with any copyright notices.

We (or the respective third party owners of Content) reserve all rights not expressly granted under the License. Any unauthorized use terminates the License (permission) granted by us.

Privacy Protections

The Privacy Policy explains how the information you submit through the App is collected, used and protected. By using the App, you agree that we or other third parties, as indicated in the Privacy Policy, can use your personal information in accordance with the Privacy Policy. We strongly urge you to read the Privacy Policy.

Modifying and Terminating the App

We regularly change and improve the App and the Content. We may add or remove Content, functionalities or features, and we may suspend or stop a feature or service altogether. Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your License, and to block or prevent your future access to and use of the App.

Prohibited Use

You may not use (or attempt to use) the App for any of the following (each a “Prohibited Use”):

submit information through the App that you are not legal authorized to submit or that you know is false or misleading;
to violate any applicable local, state, national or international law;
for any unauthorized, fraudulent or malicious purpose;
to damage, disable, overburden, or impair any server, or the network(s) connected to any server;
interfere with any other party’s use and enjoyment of the App;
gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means;
access systems, data or information not intended by us to be made accessible to a user;
use any robot, spider, scraper, or other automated or manual means to access the App, or copy any Content or information on the App or to otherwise attempt to obtain any materials or information through any means not intentionally made available by us;
reverse engineer, decompile, or disassemble any portion of the App; or
register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for services with us if you are not expressly authorized by such party to do so.

The examples of Prohibited Uses are illustrative only and not exhaustive. We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected Prohibited Use. We reserve the right, but do not assume the obligation, to investigate any Prohibited Use. To the fullest extent authorized by governing law, we reserve the right monitor all use of the App. We may cooperate with legal authorities and/or third parties in the investigation of any Prohibited Use.

Submissions

All reviews, comments, questions, feedback, suggestions, content, or any other information that you send to us or that you otherwise provide to us (collectively, “Submissions”) will be treated as non-confidential and non-proprietary and will become the property of Mercury. We may use a Submission for any purpose, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. We will be free to use any ideas, concepts, know-how, or techniques contained in any Submission. When providing a Submission, you may not use a false email address, impersonate any person or entity, or otherwise mislead us or any third party as to your identity. By providing us a Submission, you represent and warrant to us that: (i) you own or otherwise control all of the rights to the Submission, including the rights necessary to provide the Submission; (ii) use of the Submission by us or a third party will not be a misappropriation or an infringement on the legal rights (including intellectual property and proprietary rights) of others; and (iii) that you will indemnify us for all claims resulting from the Submission. In addition to the representations and warranties from the preceding sentence, by providing us a Submission that includes images, photographs, pictures, or that are otherwise graphical in whole or in party (“Images”), you represent and warrant to us that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images.

No Editorial Control of Third Party Content

To the extent that any of the Content included in the App is provided by a third party, we have no editorial control or responsibility over such third party or Content. Any opinions, statements, products, services or other information expressed or made available by any third party are theirs alone, and not of Mercury. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party.

Disclosure of Information

We reserve the right to disclose any information as we deem fit in our sole discretion to comply with any applicable law, regulation, code, legal process or governmental requests. We may cooperate with all government, regulatory and law enforcement authorities in accordance with applicable law.

Indemnification

You agree to indemnify and hold harmless Mercury and our affiliates, and their respective members, directors, officers, managers, employees, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any unlawful use of the App by you or any violation by you of these Terms. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you will provide us with any cooperation as is reasonably requested by us.

Disclaimer

THE INFORMATION, CONTENT, MATERIALS, SOFTWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE APP MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
THE APP AND ITS CONTENT ARE PROVIDED “AS IS” AND “WHERE IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, SATISFACTION AND QUALITY, NONINFRINGEMENT, QUIET ENJOYMENT, USAGE OF TRADE, COURSE OF DEALINGS, OR ANY WARRANTY OR REPRESENTATION THAT A SERVICE, CONTENT, THE APP, SOFTWARE, OR THIRD PARTY CONTENT WILL BE SECURE, TIMELY, ERROR-FREE, FREE OF VIRUSES OR HARMFUL COMPONENTS, OR UNINTERRUPTED.
We will not be held responsible for any errors, inaccuracies, or service interruptions, including power outages or system failures. In addition, we do not warrant that the App will meet your requirements and expectations or that you will achieve any particular result from using the App.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, GOODWILL, USE, OR LOSS OF DATA OR BUSINESS INFORMATION), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES, COMPENSATION OR REIMBURSEMENT ARISING FROM OR IN CONNECTION WITH: (I) YOUR INABILITY TO USE THE APP OR CONTENT FOR ANY REASON; OR (II) SCHEDULED AND UNSCHEDULED INTERRUPTIONS OR OUTAGES, FOR ANY REASON.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP OR THE CONTENT OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP.

Severability

If any provision of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Governing Law; Venue; Arbitration; Class Action Waiver.

By using the App, you agree that any dispute or claim arising out of the App or these Terms will be settled by binding arbitration in the metropolitan area of Detroit, Michigan under the American Arbitration Association Rules. Regardless of any law to the contrary, any claim against us must be filed within one year of the time such claim arose, otherwise such claim will be barred forever. We agree that regardless of any law to the contrary, that the arbitrator will have no authority to award, punitive or exemplary damages. The arbitrator will award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees. Notwithstanding the above, we may apply to any court of competent jurisdiction for a temporary restraining order or other interim relief, as necessary without breach of the Terms and without abridgment of the powers of the arbitrator.
These Terms and the App will be governed by the laws of the State of Michigan, without regard to conflicts of laws provisions and such law will be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the App or these Terms, sole and exclusive jurisdiction will reside with any court sitting in Oakland County of the State of Michigan, or the United States District Court for the Eastern District of Michigan.
The App is and remains a U.S. offering and all use of the information collected is and will remain subject to U.S. law and practice.
By using the App, you irrevocably waive any rights to seek and/or obtain injunctive or other equitable relief and any defense of forum non conveniens. Any and all disputes, claims and causes of action arising out of or connected with the App or these Terms will be resolved individually, without resort to any form of class action.

Intellectual Property

All graphics, logos, and service names on the App are trademarks, service marks, registered trademarks or trade dress (collectively, “Marks”) of Mercury in the United States and/or other countries. These Terms do not grant nor imply to you any rights to the Marks. We retain all rights, title and interest in and to the App and the Marks, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights. We reserve all rights not expressly granted herein.

Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information, Marks or Content obtained from the App, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of us or any applicable third party Content provider. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. We do not represent or warrant that your use of the Content or Marks or any other materials displayed on the App will not infringe, violate or misappropriate rights of third parties.

Electronic Communications

When you use the App or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.

Remedies

You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate, without the necessity of posting a bond or demonstrating actual damages. These remedies are in addition to any other remedies we may have at law or in equity.

Modifications to Terms

These Terms may be changed, modified, supplemented or updated by us from time to time without advance notice by posting on the App and you will be bound by any such changed, modified, supplemented or updated Terms if you use the App after such changes are posted. You are encouraged to review these Terms periodically for updates and changes.

If you have any questions about these Terms, please contact us by emailing us at support@flip.app.