IMPORTANT NOTICE: These Terms of Use have been updated as of August 28, 2024, and shall supersede and replace all prior Terms of Use.
These Terms of Use (“the Terms” or “TOU”) and the Arbitration Agreement (see Section 20) form binding agreements between you (“You,” “User,” or “Participant”) and Fliff, Inc. (“Fliff” “Us, “We”, "Company" or “Sponsor”) which provide all of the terms and conditions governing Your access and use of www.getfliff.com and any related applications (the “Site”) as well as Your creation of Your Fliff user account (“User Account,”) use of the freemium games (“Games”) on the Site, and any transactions or dealings with Us in any way (collectively, the “Service”).
IMPORTANT NOTICES:
THIS WEBSITE AND THE SERVICES PROVIDED HEREIN DO NOT OFFER “REAL MONEY GAMBLING.” NO ACTUAL MONEY IS REQUIRED TO PLAY, AND THE SERVICE IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY.
THESE TERMS OF USE INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
OPT-OUT. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH US IN CONNECTION WITH YOUR USE OF OUR SERVICES, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE “BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” – SEE SECTION 20 OF THESE TERMS, BELOW. OPT-OUT REQUESTS SENT AFTER THE THIRTY (30) DAY PERIOD SHALL BE NULL AND VOID. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 20, ALL OTHER REMAINING SECTIONS OF THESE TERMS APPLY.
PLEASE READ THE FOLLOWING TERMS OF USE, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SEE SECTION 20 BELOW), AND THE FLIFF PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES OFFERED IN CONNECTION WITH ANY FLIFF SERVICES OR WEBSITE OR APPLICATION. YOU AGREE THAT YOUR CONTINUED USE OR ACCESS OF THE SITE OR SERVICES SHALL BE SUBJECT TO THESE TERMS OF USE, WHICH FURTHER INCORPORATE AND INCLUDE THE PRIVACY POLICY, THE FLIFF RESPONSIBLE SOCIAL GAMING POLICY, AND ANY OTHER POLICIES THAT EXPRESSLY INCORPORATE THESE TERMS (COLLECTIVELY, “INCORPORATED POLICIES”).
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST FLIFF ARISING FROM ANY PAST, PRESENT OR FUTURE USE OF TRACKING SOFTWARE, INCLUDING BUT NOT LIMITED TO USE OF A META PIXEL, “COOKIES,” “GET REQUESTS” OR JAVASCRIPT IN HTML CODE OF FLIFF’S WEBSITE THAT INTERCEPTS, TRACKS, STORES, AND ANALYZES YOUR INTERACTIONS WITH FLIFF’S WEBSITE FOR PURPOSES OF OBTAINING DATA OR TARGETED ADVERTISEMENT ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. FLIFF SHALL HAVE NO LIABILITY TO YOU FOR ANY PAST CLAIMS ARISING OUT OF OR RELATED TO THE USE OF TRACKING TECHNOLOGY.
Acceptance of Terms. You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You are of legal age and that You have fully read and understood the Terms. You must read these Terms carefully in their entirety before checking the box for acceptance of these Terms. By using, or otherwise accessing the Service, or clicking to accept or agree where that option is made available, You confirm that you have read and agree to these Terms. If you do not agree to these Terms, then you may not access or use the Platform or Service. All of your activity on the Website or Platform and all or your transactions with Fliff, including all events which occurred before your acceptance of these Terms, shall be subject to these Terms.
The Service is not sponsored, endorsed, or administered by, or associated with Apple® or Google®. You understand that you are providing your information to Fliff only and not to Apple® or Google®.
1.1. From time to time, We may modify or amend these Terms. If We do so, any such modifications or changes shall be reflected in the TOU or Incorporated Policies, as applicable, on the Site. We may also, but shall not be required to, notify You by email regarding any material changes to the TOU or Incorporated Policies. Whether You receive or review such notifications, You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Terms Of Use, including the Incorporated Policies, as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the terms as changed or amended.
1.2. From time to time, We may also modify any of the Incorporated Policies If we do so, any such modifications or changes shall be reflected in the Incorporated Policies as posted on the Site. You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Incorporated Policies as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the Incorporated Policies as changed or amended.
1.3. If You have any questions about these Terms or the Incorporated Policies, please contact customer support at support@getfliff.com.
1.4. In the event of any conflict between the Terms and the Incorporated Policies, the Terms shall control.
Content means text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code and other material used, displayed or available as part of the Games and Platform, including Virtual Coins.
Customer Account means an account held by a Player.
Excluded Territory means, for Fliff Coin Games, the State of Washington and Idaho in the United States, as well as any outlying U.S. territories or possessions, the province of Quebec in Canada, and any other jurisdiction outside of the United States and Canada.
Fliff Coins means the Virtual Coins which enable you to play the Fliff Coin Games. A license to use Fliff Coins in the Fliff Coin Games may be purchased, but a license to use Fliff Coins is also always made available to play games free of charge. We may also give you Fliff Coins free of charge when you sign up to a Platform and thereafter at regular intervals when you log in to the Platform. Fliff Coins have no monetary value and cannot under any circumstance be exchanged for cash or prizes of monetary value. Fliff Coins may not be transferred or sold by You.
Fliff Coin Game means any game or mode played with Fliff Coin Virtual Coins. You may only win more Fliff Coins when you play the Fliff Coin Games, and you may purchase more Fliff Coins on the Platform. You cannot win monetary prizes when you play Fliff Coin Games.
Fraudulent Conduct means any of the conduct described in Section 11.
Game means any one or more Fliff Coin Game(s) available on the Platform. We reserve the right to add and remove Games from the Platform at our sole discretion.
Inactive Account means a Customer Account which has not recorded any log in or log out for a period exceeding 12 consecutive months.
Platform means the services provided through any URL or mobile application belonging to, or licensed to, Fliff and branded as part of the “Fliff” family of games, including the website located at https://www.getfliff.com and all subdomains, subpages and successor sites thereof, as well as all Games, features, tools and services available thereon.
Player or You means any person who uses the Platform to register an account or play Games.
Terms of Use or Terms means these terms of use, as amended from time to time.
Third Party Websites means a third party website not controlled by us.
Virtual Coins means Fliff Coins used in the Games or as present in your Wallet at any time.
Wallet means the section of the Platform that displays Player balances.
We, or our or Fliff means Fliff Inc. of 840 First Ave, STE 400, King of Prussia, PA 19406 and any related companies.
XP means the “XP” loyalty credits earned on the Platform by participating in Fliff Coin games. The ways in which XP can be earned will be displayed at all times on the Platform. Check the Fliff Rewards page in the Fliff App! XP may be applied toward the purchase of Fliff Coins or Gift Cards under the terms stated in the Platform. XP may not be transferred or sold by You.
3.1 Virtual Coins. The Service includes a License (defined below) to You to use virtual, in-game tokens (“Virtual Coins”) including, but not limited to chips, coins, credits, or points, that may be provided for use on the Platform. No matter the reference, Virtual Coins are non-transferrable and may be used subject to this License only. On the Site, Games are currently played with Fliff Coins. Regardless of the format of the Games of chance presented on the Platform, there is no opportunity for a User on the Platform to win real-money or any prize while playing the Games using Fliff Coins, regardless of whether any purchase was made at any point by the User.
3.2 The License. Subject to Your agreement and continuing compliance with these Terms, we grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Service, Games and Virtual Coins solely for Your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this limited, personal, revocable, non-transferable, non-sublicensable License to use the Virtual Coins with the Service, You have no right or title in or to any such Virtual Coins appearing or originating with the Service, or any other attributes associated with use of the Service or stored within the Service. You acknowledge and agree that Your License to use the Service is limited by these Terms and if You do not agree to, or act in contravention of, these Terms, Your License to use the Service may be immediately terminated. We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Coins as it sees fit in its sole discretion to the extent legally permissible, and We shall have no liability to You or anyone for the exercise of such rights.
3.3 No Right to Sell or Assign. The transfer or sale of Virtual Coins by You to any other person is strictly prohibited. You may NOT sell or assign Your User Account to any other person under any circumstances. Any attempt to do so is in violation of these Terms, will result in closure and forfeiture of the User Account, and may result in a lifetime ban from the Service and possible legal action.
3.4 No Purchase Required. No purchase is required to set up an Account or play Games. The Platform is committed to at all times providing additional access to Fliff Coins or otherwise to free-to-play games to Users who deplete their balance of licensed Fliff Coins. While it is never required to make any purchase in order to play the Freemium Games, Users may, subject to the License, increase the number of Fliff Coins they may access for licensed use on the Platform only, increase the variety of available Games and remove advertisements by making a purchase. Fliff Coins are non-redeemable, non-transferrable, and carry no cash value. You understand and agree that any purchases are final and that We are not required to provide a refund for any reason. All Virtual Coins under this License are forfeited if Your account is terminated or suspended for any reason, in our sole and absolute discretion or if the Services are no longer available. To the extent legally permissible, if Your User Account, or a particular subscription for the Service associated with Your User Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked by Us from Your User Account, no refund will be granted, no Virtual Coins will be credited to You or converted to cash or other forms of reimbursement.
3.5 These Terms do not grant You any right, title or property or ownership interest in the Service or any Virtual Coins.
3.6 This Service is licensed, not sold, to You. You agree that we and our own licensors own all rights, title and interest in and to the Service, including all intellectual property rights therein as further specified below in Section 13, and that we retain ownership of the Service even after any installation on Your device. You agree not to delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear on the Service.
3.7 Except as identified and specified in these Terms, You agree not to:
3.7.1 sell, rent, distribute, transfer, license, sub-license, lend or otherwise assign any rights of any part of the Service to any third party;
3.7.2 copy, modify, create derivative works of the Service (including but not limited to any software that forms part of the Service), including, without limitation, making adaptations or modifications to the Service;
3.7.3 reproduce the Service or any part in any form or by any means;
3.7.4 exploit the Service in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity;
3.7.5 disassemble, decompile, reverse engineer, or attempt to derive the source code of the Service, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law;
3.7.6 make the Service available to multiple users by any means, including by uploading the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;
3.7.7 misrepresent the source of ownership of the Service;
3.7.8 scrape, build databases or otherwise create permanent copies of any content derived from the Service; or
3.7.9 use the Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.
Your eligibility for continued use of the Service is contingent on Your ongoing compliance with these Terms, in particular:
4.1 You are over 18 years of age or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to You, legally allowed to participate in the Games and access the Service;
4.2 You understand and accept that we are unable to provide You with any legal advice or assurances and that it is Your sole responsibility to ensure that at all times You comply with the laws that govern You and that You have the complete legal right to use the Service;
4.3 You will monitor Your User Account and ensure that no child under the age of 18 can access the Service using Your User Account. You accept full responsibility for any unauthorized use of the Service by minors and You acknowledge that You are responsible for any use of the Service, including use of Your credit card or other payment instrument by minors;
4.4 When participating in Fliff Coin games, you do not reside in and will not access the Platform from the excluded territories of Washington and Idaho (the “Restricted Territories”).
4.5 You participate in the Games strictly in Your personal capacity for recreational and entertainment purposes only;
4.6 You further represent and warrant that all information you supply to Us is complete and accurate. Knowingly submitting incomplete or inaccurate information may result in immediate termination of your Account, any License from Us, and any further participation or access to the Service, at Fliff’s sole discretion, to the extent legally permissible;
4.7 You will not be involved in any fraudulent or other unlawful activity in relation to Your participation in any of the Games and You will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically) for Your participation in any of the Games. We reserve the right, in Our sole discretion, to invalidate any participation in the event of such behavior;
4.8 Employees and former employees (less than 3 years since cessation of employment) of Fliff, any of its respective affiliates, advertising agencies, or any other company or individual involved with the design, production, execution or distribution of the Games and their immediate family (spouse, parents, siblings and children, whether the relationship is by birth, marriage or adoption) and household members (people who share the same residence at for least 3 months of the year) are not eligible to participate.
4.9 In relation to any purchase, You must only use a valid form of payment accepted by the Platform or its third party payment processing provider(s) (“Payment Agent(s)”) which lawfully belongs to You (the “Payment Mechanism”).
5.1 You must create a User Account in order to access or use the Service.
5.2 Only one User Account is permitted per person. In the event You open or try to open more than one User Account, all User Accounts You have opened or try to open may then be terminated or suspended and any prizes or Virtual Coins balances may be voided in Our sole discretion.
5.3 If You lose access to Your User Account, You must not register a new User Account. Rather, You must contact customer support at support@getfliff.com to have Your Account status updated.
5.4 You are required to keep Your personal details up to date. If You change Your address, email, phone number or any other contact details or personal information, please contact customer support. The name that You provide to us at registration must be match any identification You provide for Your User Account verification.
5.5 You confirm that You will not share Your User Account or password with any other person or let anyone else access or use Your User Account without our written permission. You will not access or use a User Account which has been rented, leased, sold, traded, or otherwise transferred from the Account creator without our written permission.
5.6 If You become aware, or have reasons to suspect, that the security of Your User Account may have been compromised, including loss, theft or unauthorized disclosure of Your password and User Account details, You must notify us immediately.
5.7 You are responsible for maintaining the confidentiality of Your User Account and accept responsibility for all uses of the User Account, including any purchases (whether or not authorized by You).
5.8 We reserve the right, in Our sole discretion, to close Your User Account if it is inactive for a period of sixty days or longer and therefore Dormant under Section 8.14. You agree that We are not required to give notice to You prior to taking such action, although we may choose to do so in our sole discretion.
5.9 You will be able to open your Customer Account again by sending a request to the Customer Support team. All requests for the re-opening of an account will be evaluated by our Customer Support and Compliance teams, which shall abide by strict customer protection guidelines. We reserve the right to refuse to open or the right to close a User Account at our sole discretion.
5.10 If you wish to close your Customer Account, you may do so at any time by selecting the “Contact Us” link on the Platform and submitting a request to close your Customer Account. The effective closure of the Customer Account will correspond with the termination of the Terms of Use.
5.11 All Virtual Coins are forfeited if your Customer Account is terminated or suspended for any reason, in Fliff’s sole and absolute discretion, or if the Service is no longer available. To the extent legally permissible and in Our sole discretion, if your Customer Account, or a particular subscription for the Service associated with your Customer Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked from your Customer Account, no refund will be granted, no Virtual Coins will be credited to you or converted to cash or other forms of reimbursement.
5.12 User Account registrations may be limited to one Account registration per person or per IP address at our sole discretion.
5.13 Fliff actively supports responsible gameplay and encourages its Players to make use of a variety of responsible gameplay features to better manage their Customer Account.
5.14 We refer You to our Responsible Social Gaming Policy for full details.
5.15 Fliff is committed to providing excellent customer service and supporting responsible gameplay. Although Fliff will use all reasonable efforts to enforce its responsible gameplay policies, Fliff does not accept any responsibility or liability if you nevertheless continue gameplay or seek to use the Platform with the intention of deliberately avoiding relevant measures in place or Fliff is otherwise unable to enforce its policies for reasons outside of Fliff’s reasonable control.
6.1 Our Platform provides a chat feature (“Chat Feature”) that allows users to communicate with each other in real-time. This feature is intended for lawful and appropriate communication related to the use of our Platform.
6.2 When using the Chat Feature, you agree not to;
6.2.1 Send any unlawful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable messages;
6.2.2 Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
6.2.3 Share personal information, contact details, or engage in any unwanted solicitation of other users;
6.2.4 Transmit any viruses, malware, or other malicious code;
6.2.5 Engage in any commercial activities or advertisements without our prior written consent.
6.3 Monitoring and Moderation: We reserve the right, but not the obligation, to monitor and review chat messages for compliance with these terms and applicable laws. We may remove or redact any messages that violate these terms or that we deem inappropriate, at our sole discretion.
6.4 Reporting Violations: If you encounter any inappropriate or abusive behavior while using the Chat Feature, you can report it by using the built-in “Report” feature in the chat itself or by sending an email to support@getfliff.com with subject “Chat Guidelines Violation”.
6.5 No Responsibility for User Content: We are not responsible for the content of messages sent through the Chat Feature by other users. The views and opinions expressed in chat messages are those of the individual users and do not reflect the views of our company.
6.6 Termination of Access: We reserve the right to terminate or suspend your access to the chat feature, or to our Platform entirely, if we determine that you have violated these terms or engaged in any inappropriate or unlawful conduct.
6.7 By using the chat feature, you agree to comply with all Terms in Section 6 and all applicable laws and regulations. We may update these terms from time to time, and your continued use of the Chat Feature constitutes your acceptance of any such updates.
7.1 In addition to these Terms, Games offered on the Service may have their own rules which are available on the Service. It is Your responsibility to read the rules of a Game before playing. You must familiarize Yourself with the applicable terms of play and read the relevant rules before playing any Game.
7.2 You may participate in any Game only if You have sufficient Virtual Coins as shown in your Wallet on the Platform, however it is never necessary to purchase Fliff Coins to continue playing. If your balance of Fliff Coins is insufficient, We will provide instructions for you to receive sufficient Fliff Coins in order to continue playing a Fliff Coin Game, or We may automatically replenish your Wallet with sufficient Fliff Coins in order to continue playing a Fliff Coin Game.
7.3 We may assign minimum or maximum Fliff Coin purchases as specified and offered on the Platform at Our sole discretion.
7.4 Fliff Coins that have been submitted for play and accepted cannot be changed, withdrawn or cancelled and the Fliff Coins will be drawn from your Fliff Coin Wallet instantly upon use.
7.5 We reserve the right to declare the result of any Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.
7.6 In the event of a discrepancy between the result showing on a Game or Platform and Fliff’s or its affiliate’s server software, the result showing on Fliff’s or its affiliate’s server software will be the official and governing result.
8.1 You can purchase a limited, revocable license to use additional Fliff Coins in the “Cashier” section of the Platform by providing billing authorization through the in-app purchase payment facility of the operating system on your device (e.g. Apple or Google) or via another third party provider.
8.2 The purchase of Fliff Coins is the purchase of a limited, revocable License that allows you to participate in Fliff Coin Games and is not the deposit of funds which can be withdrawn. Funds used to purchase Fliff Coins will not, and cannot, be refunded to you. Fliff Coins do not have any real money value.
8.3 The price of the Fliff Coins’ license will be the price indicated on the order page. When your purchase is complete, we may send you a confirmation email with your order details. Please check that the details in the confirmation message are correct and keep a copy for your records.
8.4 For purchases made on the Website, Fliff accepts all major debit and credit cards. Payments will appear on your statement as “FLIFF.” All payments are final. No refunds will be issued. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed submitted by the person in whose name the account was registered.
8.5 If you purchase a limited, revocable license to use additional Fliff Coins through the in-app purchase facility in the mobile app, your purchase will be governed by the payment terms and conditions of the provider of the facility (Apple or Google). You can email support@getfliff.com for questions concerning refunds of purchases made through Apple or Google, or the other available payment providers in the Platform.
8.6 The name on Your Payment Mechanism must match the name on Your User Account. If it comes to our attention that the name You registered on Your User Account and the name linked to Your Payment Mechanism differ, Your User Account will be suspended, purchases may be voided, and any Virtual Coins balance may be adjusted accordingly. You must promptly notify us if Your Payment Mechanism is cancelled, lost or stolen or if the security of Your Payment Mechanism has otherwise become compromised.
8.7 You acknowledge and agree that we may, from time to time and without notice, appoint one or more Payment Agents to process or make payments from or to You on our behalf.
8.8 If one or more of Your purchases is subject to a charge back request, Your Account will be suspended. In the event of any charge back on Your Account, the amount of the charge back will be a debt owed by You to Us, and You must immediately submit payment for such purchases through an alternative Payment Mechanism. In the event of a charge back, You further agree to indemnify and hold Us harmless against any costs, claims, damages, and expenses and to refund and Compensate Us for any losses and expenses We incur in recovering the amounts owed by You.
8.9 You agree that we and/or our Payment Agents appointed by us from time to time may store Your Payment Mechanism details to process future purchases. By accepting these Terms, you authorize us and/or our Payment Agents to store Your payment credentials in compliance with applicable payment processing regulations.
8.10 A Payment Agent will have the same rights, powers and privileges that we have under these Terms and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event will we be liable to You for any loss, damage or liability resulting from the Payment Agent’s negligence and/or acts beyond the authority given by us.
8.11 All purchases will be in USD.
8.12 If You make a purchase, licensed Fliff Coins may be added to Your User Account instantaneously unless there is any delay due to situations outside our control, including without limitation a force majeure event, poor internet connectivity, internet failure or electricity outages.
8.13 When You make a purchase to license Fliff Coins, it will appear on Your statement as a purchase from “Fliff.” You will receive two confirmations: (i) an on-screen confirmation that the transaction has taken place; and (ii) an email to the email address on Your Account confirming that the transaction has taken place.
8.14 When You log into Your User Account Your licensed Fliff Coins balance will be displayed in the upper right-hand corner of Your screen, both on the Fliff mobile application and on the Fliff website.
8.15 Fliff Coins will automatically expire in the event an Account becomes Dormant. For the purpose of these Terms “Dormant” means there has been no game play activity utilizing Fliff Coins for a consecutive period of sixty (60) days.
8.16 Our Customer Support can be reached twenty-four hours a day, seven days a week at support@getfliff.com. The expected response time is as soon as possible up but may take up to twelve (12) hours.
8.17 Notice for California Users Under Civil Code Section 1789.3
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by telephone at 1(800) 952 – 5210.
9.1 Any promotions, contests, and special offers offered via the Site are subject to these Terms, the Binding Arbitration Agreement and Class Action Waiver, as well as any official rules that may be published on the Site.
9.2 We reserve the right to withdraw or alter any such promotions without prior notice to You at our sole discretion.
9.3 We reserve the right at our sole discretion and without any requirement to provide a justification to exclude You from any promotions, contests or special offers that may be offered from time to time.
9.4 If, in the reasonable opinion of Fliff, we form the view that a Player is abusing any promotion, to derive any advantage or gain for themselves or another Player, including by way of Fraudulent Conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, bonus or promotional prize as we see fit, or terminate or suspend the User Account of such Player at Our sole discretion.
9.5 We reserve the right to exclude You from any promotions, contests or special offers if we believe that You have tried to enter said promotions, contests of special offers by using more than one User Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in Your local jurisdiction), whether or not You would have or might have won but for such activity. Where multiple entries/accounts have been used, we reserve the right to suspend those Accounts and withhold any promotional benefits.
9.6 You confirm that You grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free License to use in whatever way we see fit, and without further acknowledgement of You as the author, any content You post or publish as part of a promotion, contest or competition.
10.1 You acknowledge that we, or a third party acting on our behalf, are entitled to conduct any verification checks (including but not limited to age and identity verifications and credit background checks) that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
10.2 You agree that we may restrict Your opening or use of a User Account pending any verification checks having been completed to our satisfaction.
10.3 The documents required may include, but are not limited to, social security number, photo identification, such as a government issued passport or driver’s license; a utility bill that matches the address registered on Your User Account; and source of wealth or source of funds documentation such as a payslip or bank statement.
10.4 In the event that any verification check cannot be completed for any reason, including Your failure to provide any requested documentation, then We may, in our sole discretion, terminate deactivate or otherwise restrict Your User Account.
10.5 You acknowledge and agree that we may use third party service providers to run external identification, location verification and other verification checks based on the information provided by You from time to time. You must enable and allow “Locations Services” on Your device or PC in order to operate the Service or access your User Account.
10.6 By providing your mobile phone number to Fliff, you consent to receive SMS text messages for the purpose of two-factor authentication ("2FA") and account security verification. You acknowledge and agree to the following:
10.6.1 You may withdraw your consent to receive these text messages at any time by contacting our customer support. However, you acknowledge that doing so may impact your ability to access certain features of our service that require 2FA for security purposes.
10.6.2 These text messages are an integral part of our security protocols and may be sent when you attempt to log in, make changes to your account information (including but not limited to changing your phone number), or perform other sensitive actions as determined by our security policies.
10.6.3 Standard message and data rates may apply to these text messages, as determined by your mobile carrier. You are solely responsible for any fees incurred as a result of receiving these messages.
10.6.4 You understand that the delivery of these text messages is dependent on your mobile carrier's network and cannot be guaranteed. You agree to promptly notify us if you change your mobile phone number or if your device is lost, stolen, or compromised.
10.6.5 This consent to receive text messages for 2FA purposes is distinct from any other marketing or promotional communications you may receive from us, and opting out of marketing messages will not affect the delivery of these security-related text messages.
10.6.6 You may withdraw your consent to receive these text messages at any time by contacting our customer support. However, you acknowledge that doing so may impact your ability to access certain features of our service that require 2FA for security purposes.
11.1 You will not, directly or indirectly:
11.1.1 hack into any part of the Games or Platform through password mining, phishing, or any other means;
11.1.2 attempt to modify, reverse engineer, or reverse-assemble any part of the Games or Platform;
11.1.3 knowingly introduce viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material;
11.1.4 circumvent the structure, presentation or navigational function of any Game so as to obtain information that Fliff has chosen not to make publicly available on the Platform;
11.1.5 engage in any form of cheating or collusion;
11.1.6 use the Service, Platform, or the systems of Fliff to facilitate any type of illegal money transfer (including money laundering proceeds of crime);
11.1.7 participate in groups or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share hacks or money-making strategies;
(a) special offers or packages emailed to a specific set of players and redeemable by URL; or
(b) identification documents (including, but not limited to, photographs, bills and lease documents) for the purpose of misleading Fliff Inc. as to a Player’s identity.
11.2 You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions to prevent money laundering.
11.3 If Fliff suspects that you may be engaging in, or have engaged in fraudulent, unlawful or improper activity, including money laundering activities or any conduct which violates these Terms of Use, your access to the Service may be deactivated immediately and your Customer Account may be suspended, in the sole discretion of Fliff. If your Customer Account is deactivated or suspended under such circumstances, Fliff is under no obligation to reverse any Fliff Coin purchases you have made and may take any such action in its sole discretion. In addition, Fliff may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions. You further agree to cooperate fully with any Fliff investigation into such activity.
11.4 If you suspect any unlawful or fraudulent activity or prohibited transaction by another Player, please notify us immediately via the means of communication listed in the customer complaints procedure (described in Section 19).
12.1 Fliff hereby reserves the right to deactivate, limit, or suspend Your Customer Account for any reason whatsoever at any time without notifying you at Our sole discretion.
12.2 Without limiting Section 12.1, we hereby reserve the right, at our sole discretion, to deactivate or suspend your Customer Account (notwithstanding any other provision contained in these Terms of Use) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:
12.2.1 You breached, or assisted another party to breach, any provision of these Terms of Use, or we have a reasonable ground to suspect such breach;
12.2.2 You have more than one Customer Account on any Platform or You attempt to create more than one Customer Account on any Platform;
12.2.3 You utilize a proxy or control the Customer Account of another user to subvert the one Customer Account limitation or attempt to gain access to the Platform after Your Customer Account has been deactivated or suspended;
12.2.4 The name registered on your Customer Account does not match the name on the financial/bank account and/or the credit/debit card(s) used to make purchases on the said Customer Account;
12.2.5 Your communication with us through email, social media, or other means consists of harassment or offensive behavior or comments, including (but not limited to) threatening, derogatory, abusive and intimidating communications with Fliff or its employees;
12.2.6 You threaten to initiate charge backs for legitimate Virtual Coin purchases as a means to coerce Fliff to take action, or not act, in a certain manner;
12.2.7 Posting, publishing, or transmitting, or causing the posting, publishing, or transmitting of statements and materials that are derogatory, defamatory, and libelous about the Company or individuals associated with the Company;
12.2.8 Your Customer Account is deemed to be an Inactive Account;
12.2.9 You become bankrupt;
12.2.10 You provide incorrect or misleading information while registering or verifying a Customer Account including, but not limited to, name, state of residence, date of birth and/or any other identity details;
12.2.11 Your identity cannot be verified;
12.2.12 You attempt to use Your Customer Account through a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by playing Games using the website through a third party or on behalf of a third party;
12.2.13 You are not over 18 years of age;
12.2.14 You are located in or participated from an Excluded Territory
12.2.15 You have allowed or permitted (whether intentionally or unintentionally) someone else to participate using your Customer Account;
12.2.16 You have played in tandem with other Player(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other Player(s) involving the same (or materially the same) actions, decisions, or selections;
12.2.17 where Fliff has received a “charge back”, claim or dispute and/or a “return” notification via a payment mechanism used on your financial/bank account or online wallet;
12.2.18 You have failed our due diligence procedures, or are found to be colluding, cheating, money laundering or undertaking any kind of fraudulent activity;
12.2.19 it is determined by Fliff that you have employed or made use of any system (including, but not limited to, machines, computers, software or other automated systems such as bots) designed specifically to gain an unfair advantage and/or intentionally exploit mispriced markets that may be available occasionally on the Platform; or
12.2.20 it is determined by Fliff that you intentionally and knowingly exploited (or attempted to exploit) system or data errors by making picks on obviously incorrect markets and lines (e.g. past post, reversed lines, and others);
12.2.21 You engage in any form of bonus or promotions abuse;
12.2.22 You abuse or misuse the Service or Platform in any manner;
12.2.23 You violate any provision of these Terms of Use.
12.3 If Fliff deactivates or suspends your Customer Account for any of the reasons referred to in Section 12.2 above, you will be liable for any and all claims, losses, liabilities, damages, costs and expenses incurred or suffered by Fliff (together “Claims” ) arising therefrom and you will indemnify and hold Fliff Inc. harmless on demand for such Claims.
12.4 If we have reasonable grounds to believe that you have participated in any of the activities set out in Section 12.2 above, then we reserve the right, in Our sole discretion, to terminate or suspend your Account, suspend or terminate any Virtual Coin balances and prohibit participation in any Games, prohibit any further transactions or request for transactions via the Platform, and deny You access to the Platform and all Services.
12.5 If your Customer Account is confirmed to have been deactivated due to fraudulent or illegal activity by you, the redeemed value of any promotional prizes credited to your Customer Account will be forfeited, and Fliff, in its sole discretion, may nullify any previously awarded promotional prizes, and seek recovery of such prize value.
12.6 Fliff is a platform for recreational use only. If your Customer Account is determined, in our best judgment, to be professional or non-recreational, or involved in syndicate groups or arbitrage strategies, we reserve the right to limit your ability to play and terminate your Account, in our sole discretion.
12.7 If your Customer Account is deactivated, limited, or suspended you, and other members of your household, are not permitted to open a new account, unless expressly authorized by Fliff in writing.
12.8 The rights set out in this Section 12 are without prejudice to any other rights that we may have against you under these Terms of Use or otherwise.
13.1 These Terms confer only the right to use the Service and they do not convey any rights of ownership in or to the Service.
13.2 All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property or where licensed from a third party their sole property.
13.3 Your use of the Games will not convey any ownership rights in the intellectual property to You. The titles, source and object codes, game client and server software, the “look and feel” of the Games, sounds, musical compositions, audio-visual effects, concepts and methods of operation, layout, text, data, User Accounts, themes, objects, characters and character likenesses, character names and character profile information, stories, dialogue, catch phrases, locations, artwork, animations files, images, graphics, documentation, gaming history and recording of game play, transcripts of any chat rooms, and moral rights, whether registered or not, and all applications related to the above will remain vested in us or any third party supplier of the Games.
13.4 Notwithstanding anything to the contrary in these terms, You acknowledge and agree that You shall have no ownership or other property interest in the User Account, and You further acknowledge and agree that all rights in and to the User Account are and shall forever be owned by and inure to the benefit of us.
14.1 You are responsible for complying with all laws applicable to Your User Content. You agree not to submit to the Service, or send to other users of the Service, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, illegal material or any material that infringes or violates another party’s rights.
14.2 You will not provide inaccurate, misleading or false information to us or to any other user of the Service. If information provided to us, or another user of the Service, subsequently becomes inaccurate, misleading or false, You will notify us of such change immediately.
14.3 We may, in our sole discretion, delete any User Content without notice but are under no obligation to do so. We have no responsibility for the conduct of any user in the Service, including any User Content submitted in the Service. We assume no responsibility for monitoring the Service for inappropriate content or conduct. Your use of the Service is at Your own risk.
14.4 You hereby grant us the sole and exclusive, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to reproduce, modify, create derivative works from, publish, distribute, sell, transfer, transmit, publicly display and use any User Content and to incorporate the same in other works in any form, media, or technology now known or later developed.
14.5 You further hereby grant to us the unconditional, right to use and exploit Your name, likeness and any other information or material included in any User Content and in connection with any User Content or Your User Account, without any obligation to You. You waive any rights of attribution and/or any moral rights You may have in Your User Content, regardless of whether Your User Content is altered or changed in any manner except as prohibited by law.
14.6 You acknowledge and agree that all User Content whether publicly posted or privately transmitted to the Service is at Your sole responsibility and risk. We disclaim any responsibility for the backup and/or retention of any User Content transmitted to the Service.
14.7 Prohibited Content; User Content that is prohibited in the Service includes, but is not limited to:
14.8 If You see any material in the Service that in Your belief is offensive, hateful, harassing or that You otherwise think is prohibited, please notify us by contacting support@getfliff.com.
15.1 The Service may contain links to content owned and/or operated by third parties, for instance third parties who may invite You to participate in promotional offers or rewards programs or third-party advertisers or payment providers. Any separate charges or obligations that You may incur in Your dealings with these third parties are Your sole responsibility. We are not responsible for any such third-party services or content and do not have control over any materials made available therein.
15.2 Our inclusion of a link to a third-party website, services or content in the Service does not imply our endorsement, advertising, or promotion of such websites, services or content or any materials available and we make no guarantee as to the content, functionality, or accuracy of any third-party website.
15.3 By accessing a third-party website, services or content, You accept that we do not exercise any control over such websites, services or content and have no responsibility for them. The third-party sites may collect data or solicit personal information from You. We are not responsible for privacy policies, or for the collection, use or disclosure of any information those sites may collect. It is always best to read and understand the terms of services and privacy policies applicable to any third-party website, services or content You may access.
15.4 We do not endorse, do not assume and will not have any liability or responsibility to You or any other person for any third-party products, services, materials or websites. Please note that the relevant third party is fully responsible for all goods and services it provides to You and for any and all damages, claims, liabilities and costs it may cause You to suffer, directly or indirectly, in full or in part.
15.5 If You use third party social networking websites to discuss the Service such as Facebook® and Twitter®, You acknowledge and agree that:
Fliff requires our Users to respect the intellectual property rights of others. If you are the owner of copyright and you believe that your work has been used in the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with a notice meeting all of the requirements of the Digital Millennium Copyright Act (“DMCA”). Your notice should contain the following information:
Before you file your DMCA notice, please carefully consider whether or not the use of the copyrighted material at issue is protected by the Fair Use doctrine. If you file a DMCA notice when there is no infringing use, you could be liable for costs and attorneys’ fees.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
ATTN: FLIFF DMCA Copyright Agent
Fliff Inc.
840 First Ave
Suite 400
King of Prussia, PA 19406
17.1 Disclaimer of Warranties. THE SERVICES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE SERVICES; (E) THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.
17.2 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17.3 We are not liable for any downtime, server disruptions, errors, lagging, or any technical or political disturbance to the Service or Games, nor attempts by You to participate by methods, means or ways not intended by us.
17.4 We accept no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Service including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of a Service or any errors or omissions in the Service.
17.5 In the event of a Service system malfunction, then all Game play on the Service will be void.
17.6 In the event of an error or malfunction in a Game, then all Game play resulting from the error or malfunction will be voided.
17.7 We reserve the right to remove any part of the Games from the Service at any time. Any part of the Games that indicate incorrect behavior affecting, game data, or Virtual Coins balances, that may be due to error, misconfiguration or a bug, will be cancelled and removed from the Service. We reserve the right to alter player balances and Account details under such circumstances, at our sole discretion, in order to correct any mistake.
17.8 We may temporarily suspend the whole or any part of the Service for any reason at our sole discretion. We may, but will not be obliged to, give You as much notice as is reasonably practicable of such suspension. We will restore the Service, as soon as is reasonably practicable, after such temporary suspension.
17.9 We reserve the right to declare participation in a Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.
17.10 If You are incorrectly awarded any Virtual Coins or promotional prizes as a result of (a) any human error; (b) any bug, defect or error in the Service; or (c) the failure of any Games to operate in accordance with the rules of the relevant game, then We will not be liable to award You any such Virtual Coins or prizes, and You agree that any such Virtual Coins or prizes that have been awarded in error to Your User Account will be voided.
17.11 We retain absolute discretion in the event of a discrepancy between the result showing on a user’s device and the server software. Such discretion includes the authority to recognize the result showing on the server software as the official and governing result.
18.1 Limitation of Liability.
BY ACCESSING, USING OR DOWNLOADING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NEITHER THE COMPANY NOR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE COMPANY OR ANY OF THEIR AFFILIATES, SUBSIDIARIES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, SUPPLIERS, ADVERTISERS, PAYMENT SERVICES PROMOTERS, PARTNERS, OR CONTRACTORS (COLLECTIVELY “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE SERVICES, OR BROWSING OF THE SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICES, SPECIFICALLY INCLUDING ANY PAST, PRESENT OR FUTURE USE OF “COOKIES,” “GET REQUESTS,” PIXELS AND OTHER TRACKING TECHNOLOGY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF THE RELEASED PARTIES TO YOU IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM ANY CAUSE, WHETHER DIRECT OR INDIRECT, OR FOR ANY AMOUNTS EXCEED THE TOTAL AMOUNT YOU HAVE PAID THE COMPANY IN THE YEAR IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.RELEASED PARTIES CANNOT AND DO NOT WARRANT OR GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.
18.2 Indemnification. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS OF SUIT) THE RELEASED PARTIES FROM ANY AND ALL THIRD PARTY CLAIMS AGAINST THE COMPANY RELATED IN ANY WAY TO YOUR ACCOUNT, YOUR USE OF THE SERVICES OR YOUR ACCESS TO THE SITE.
18.3 One Year Limitations Period. You and Fliff agree that any claims, regardless of form, arising out of or related to the Site (including Services) or these Terms of Use or Privacy Policy must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.
18.4 SOLE AND EXCLUSIVE REMEDY/LIMITATION ON RECOVERY. UNLESS OTHERWISE PROHIBITED BY LAW, IN ANY DISPUTE WITH US, YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY LEGAL THEORY SHALL BE TO RECOVER THE AMOUNT OF YOUR OWN PURCHASES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE FILING OF YOUR CLAIM. IN NO EVENT MAY YOU RECOVER UNDER ANY THEORY ANY AMOUNT MORE THAN THE AMOUNT OF YOUR OWN PURCHASES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE FILING OF YOUR CLAIM. IN ADDITION, EXCEPT TO THE EXTENT PROHIBITED BY LAW OR OTHERWISE ALLOWED BY THESE TERMS, YOU MAY NOT SEEK INJUNCTIVE RELIEF ON YOUR OWN BEHALF, ON BEHALF OF ANY CLASS OF PERSONS OR FOR THE BENEFIT OF THE GENERAL PUBLIC.
18.5 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTION 17, AND THE INDEMNITIES, LIMITATIONS OF LIABILITY AND LIMITATIONS OF REMEDIES IN THIS SECTION 18, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU AND Fliff TO ENTER INTO THESE TERMS OF USE.
18.6 NOTHING IN THESE TERMS OF USE WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF FLIFF FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY FLIFF’S NEGLIGENCE OR WILLFUL MISCONDUCT
18.7 TO THE EXTENT ANY OF THE LIMITATIONS OF REMEDY, INCLUDING WAIVER OF THE RIGHT TO PRIVATE OR PUBLIC INJUNCTIVE RELIEF, ARE NOT PERMITTED BY LAW OF ANY APPLICABLE JURISDICTION, SUCH LIMITATIONS SHALL NOT APPLY AND SHALL BE DEEMED AS SEVERABLE AND STRICKEN FROM THESE TERMS. THE PARTIES AGREE FURTHER THAT SUCH PROVISION(S) SHALL NOT AFFECT THE ENFORCEABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT (Section 16), WHICH THE PARTIES AGREE SHALL REMAIN IN PLACE AND IN FORCE LESS ANY SUCH STRICKEN PROVISIONS.
Customer Support
19.1 If You need customer service in relation to the Service, You may contact us at support@getfliff.com.
19.2 To protect Your privacy, all communications between You and us should be carried out using or referencing the email address that You used to register Your User Account for the Service. Failure to do so may result in our response being delayed.
Initial Dispute Resolution Procedure and Conference
19.3 The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason You are not satisfied or your claim is not resolved (a “Dispute”), You may then pursue arbitration as set out below in Section 20. However, You must first submit a Notice of Dispute as set forth in this Section 19 and engage in a conference either by telephonic or videoconference means with Fliff prior to and as a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 20.
19.4 Notice of Dispute Required Prior to Arbitration. The party initiating a claim over a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference. The initial conference shall occur within thirty (30) days after the other party receives such notice or within a time period required by law, unless an extension is mutually agreed upon by the parties.
19.5 All initial dispute resolution conferences shall be conducted individually, between Fliff and You. Multiple individuals with Disputes cannot participate in the same informal telephonic dispute resolution conference. If a party is represented by counsel (which such representation will be at such parties’ sole cost and expense), counsel may participate in the conference, but each party shall also attend and participate in the conference.
19.6 To notify Fliff that You intend to initiate an informal dispute resolution conference, please inform us by contacting legal@getfliff.com and include the following information:
(a) your username and user ID/or email address associated with your Customer Account;
(b) your legal name, including the same or any difference name used to register on your Customer Account;
(c) your residence address;
(d) your telephone number (home and/or mobile);
(e) a detailed explanation of the complaint/claim and legal basis for the claim;
(f) any specific dates and times associated with the complaint/claim (if applicable);
(g) the amount you claim you are entitled to seek from Fliff;
(h) your settlement demand, including the amount for which you will compromise all claims
19.7 Upon receipt of Your Complaint, we will endeavor to reply to Your communication within 3 working days, and We will respond in writing or coordinate and schedule a telephonic or videoconference within thirty (30) days after receipt of such notice, unless an extension is mutually agreed upon by the parties. Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to Your complaint/claim in a timely manner, and may, in Fliff’s discretion, extend the time period for resolution before a formal proceeding may be commenced, as permitted by these Terms.
19.8 The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a pre-condition to either party initiating a formal arbitration as provided in Section 20. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the informal dispute resolution conference, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.
19.9 The aforementioned informal dispute resolution process is a condition precedent to commencing any formal dispute resolution proceeding, including litigation if you have successfully opted-out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.
19.10 Third-Party Beneficiaries. You further agree and intend that the Binding Arbitration Agreement and Class Action Waiver set forth in Section 20 and the Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Fliff agrees also that the Binding Arbitration Agreement and Class Action Waiver is intended to benefit and shall bind any successor-in-interest or assignee of Fliff.
19.11 Regardless of whether you decide to opt out of arbitration, the terms set forth in this Section 19 Initial Dispute Resolution shall remain in full force and effect as part of these Terms.
PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (the “Agreement”) CAREFULLY BECAUSE IT MAY REQUIRE YOU AND FLIFF TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS ONLY AND LIMITS THE MANNER IN WHICH YOU AND FLIFF CAN SEEK RELIEF FROM EACH OTHER. THIS AGREEMENT APPLIES TO ANY CLAIMS YOU MAY CURRENTLY POSSESS AND ANY CLAIMS YOU MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 20.12, TO OPT OUT OF THE ARBITRATION AND CLASS WAIVER PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you reside in or access the Service at any time while located in the United States, this Section 20 (Binding Arbitration Agreement and Class Action Waiver Agreement) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.
THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND Fliff SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY.
UNDER THIS AGREEMENT, YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, AS A MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, AS A PRIVATE ATTORNEY GENERAL, QUI TAM ACTION OR UNDER ANY REPRESENTATIVE PROCEEDING, AND YOU MAY NOT OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE USE OR BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND FLIFF FURTHER AGREE THAT ANY ARBITRATION PURSUANT TO THIS AGREEMENT SHALL NOT PROCEED AS A CLASS, GROUP OR REPRESENTATIVE ACTION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
20.1 Acceptance of Terms. By using, or otherwise accessing the Service, or clicking to accept or agree to the Terms where that option is made available, you confirm that you have read and accept and agree to this Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with Fliff, including all events which occurred before your acceptance of this Agreement, shall be subject to this Agreement.
20.2 Scope of Agreement to Arbitrate. You and Fliff agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Agreement, the Terms of Use, or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Agreement. In addition, in the event of any Dispute concerning or relating to this Agreement — including the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims—you and Fliff agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
20.3 The parties agree that any issues determined in the arbitration shall be for the benefit of the parties only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings.
20.4 Notwithstanding the above provision and Agreement to Arbitrate, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.
20.5 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Fliff.
20.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 20, you and Fliff are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this arbitration agreement as to such claims.
20.7 Separate Agreement. The parties acknowledge that this Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Agreement.
20.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
20.9 Following the conclusion of the initial dispute resolution process required by Section 19, You or Fliff may seek arbitration of a Dispute in accordance with the provisions of this Agreement. You and Fliff agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. Those rules are available at https://www.jamsadr.com/adr-rules-procedures/.
You and Fliff further agree:
20.9.1 Arbitration will proceed on an individual claim basis only.
20.9.2 The arbitration will be handled on the merits by a sole arbitrator. The parties agree that any JAMS arbitrator appointed, including merits and process arbitrators, must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
20.9.3 for purpose of Sections 20.1 and 20.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply to unless otherwise explicitly agreed to by all parties to the Dispute;
20.9.4 In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). To the extent a process arbitrator is appointed pursuant to the JAMS Rules, the selection process shall also be as prescribed in this paragraph;
20.9.5 In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.
20.9.6 Unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Wilmington, Delaware or, at either Your or Our election, will be conducted telephonically or via other remote electronic means;
20.9.7 The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 20, but You will still be responsible for paying Your own attorneys’ fees;
20.9.8 Except as otherwise waived or limited under the Terms or this Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:
(a) In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and
(b) In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;
20.9.9 The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
20.9.10 Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.
20.9.11 In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 20; and
20.9.12 You and Fliff agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Fliff users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
20.10 Batch Arbitration/Mediation. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Fliff, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Mass Arbitration Rules. Following the submission, initial presentation and resolution of briefing and motion practice contemplated in Section 20.9.5 on dispositive issues other than the ultimate issue of fact, to the extent claims and issues remain pending, JAMS shall group the arbitration demands into a first batch of no more than 25 demands to be set for resolution as a single arbitration. Once resolution of the first batch has concluded (or sooner if the parties agree), counsel for the parties must engage in a single mediation before a JAMS mediator of all remaining demands from claimants. Counsel for the parties must agree on a mediator within thirty (30) days after conclusion of the first batch. If the parties cannot agree on a JAMS mediator within 30 days, JAMS will appoint a JAMS mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the parties are unable to resolve their demands by mediation, JAMS shall continue to batch the remaining arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands) for administration. A single arbitration with one set of filing and administrative fees and one arbitrator will be assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair Your right to present any evidence or argument that You think particular to Your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Fliff and JAMS to implement such a batch approach to resolution and fees and to efficiently consolidate discovery, submission of evidence, and motion practice.
20.11 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
20.12 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
20.13 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 20 AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, SEND AN E-MAIL FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT TO OPT-OUT@GETFLIFF.COM INCLUDING THE WORDS “OPT OUT” IN THE SUBJECT LINE AND IN THE BODY OF THE EMAIL, YOUR FULL NAME, YOUR FLIFF USER ID, YOUR ADDRESS AND A STATEMENT THAT YOU WISH TO OPT-OUT OF ARBITRATION. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**
20.14 Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these terms of use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.
20.15 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR FLIFF SHALL BE ENTITLED TO BRING, CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND FLIFF ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS AGREEMENT.
20.15 Severability. This Agreement applies solely to the extent permitted by law. If for any reason any provision of this Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
21.1 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY
22.1 Entire Agreement. These Terms constitute the entire agreement between You and us with respect to Your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and us with respect to Your participation.
22.2 Tax. You are solely responsible for any taxes which apply to Your use of the Service.
22.3 Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities or other force majeure event.
22.4 Severability. In the event any provision of these Terms is held unenforceable, such provision will be ineffective but shall not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
22.5 Assignment. These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to You, and in such case the Terms shall apply to and bind any successor-in-interest or assignee of ours.
22.6 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for their use or benefit.
22.7 Entire Agreement. These Terms contain the entire understanding between You and us, and supersede all prior understandings between You and us relating to the subject matter.
22.8 Business Transfers. In the event we undergo a change of control, merger, acquisition, or sale of assets, Your User Account and associated data may be part of the assets transferred to the purchaser or acquiring party.
22.9 Waiver. Our failure to assert breach or a violation of these Terms or otherwise failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.
22.10 Survival of Obligations. SECTIONS 17, 18, 19, 20, 21, AND 22 SHALL BE DEEMED TO SURVIVE THE TERMINATION OF THESE TERMS OF USE OR YOUR ACCOUNT FOR ANY REASON.
23.1 GOVERNING LAW. Subject to the Arbitration Agreement contained in Section 20, which is governed by the Federal Arbitration Act, the parties agree that these Terms and the related Service are governed by and shall be construed in accordance with the laws of the State of Pennsylvania USA without regard to its principles of conflicts of law.
23.2 Exclusive Forum. Subject to the Arbitration Agreement contained in Section 20, the parties agree that any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination or invalidity of these Terms, will be submitted exclusively to state or federal courts in Wilmington, Delaware, and You and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.
