Flipped | Terms of Service

These Terms of Service govern a customer’s acquisition and use of flipped.ai (together with its Affiliates, “Connect”) software and/or services. flipped.ai is owned and operated by Gaius Networks Inc. By signing an Order Form that references these Terms of Service or by using the Connect website, a customer agrees to this Agreement.

1.1 Provision of Access: Connect grants a non-exclusive, non-transferable right to access the Services during the Service Term solely for the internal use of the Customer, subject to the Employee Limit defined in the Agreement.

1.2 Customer Use of the Services: Customer agrees not to reverse-engineer, copy, sublicense, or misuse the Services in violation of law or this Agreement. Customer shall designate a Primary Contact and cooperate with Connect for authentication and system security.

1.3 Modification of Services: Connect will not materially reduce service functionality.

1.4 Future Functionality: Customer acknowledges no reliance on future features or updates.

2.1 Service Levels: Connect will notify the Customer about any scheduled downtime required for maintenance.

2.2 Data Protection and Security:

2.2.1 Safeguards: Reasonable safeguards will be maintained to protect Customer Data.
2.2.2 Access to Systems: Connect requires explicit Customer authorization to access systems for certain functionalities.
2.2.3 CCPA: Connect will only process Customer Data on behalf of Customer as outlined in the Agreement.
2.2.4 Changes in Law: Both parties will cooperate in amending the Agreement to comply with future data protection regulations.

3.1 Fees: Customer will pay all Fees per the Agreement. Disputes must be raised within 30 days of invoice. Non-payment beyond grace periods may trigger full term acceleration.

3.2 Invoices: Invoicing may occur monthly, quarterly, or annually. Immediate payment is required to avoid service interruption.

3.3 Taxes: All fees exclude taxes. Customer is responsible for taxes other than Connect’s income tax unless a valid exemption is provided.

Connect IP: Except as expressly set forth in this Agreement, Connect’s entity Gaius Networks Inc will retain all rights, title, and interest in and to: (a) the Services and any improvements, enhancements, or proprietary methods; (b) all technology, inventions, or support materials developed under this or related agreements; and (c) all associated intellectual property rights. This Agreement does not grant the Customer any rights to Connect’s trademarks, software, or brand features.

Feedback: If Customer or its representatives provide any suggestions or ideas (“Feedback”), Connect may use it freely without obligation or attribution.

Definition: “Confidential Information” means non-public information that a reasonable person would consider confidential, including Customer Data and Connect’s Services and pricing. Exceptions include information that is public, already known without obligation, received lawfully from another party, or independently developed.

Obligations: Each party agrees to use the other’s Confidential Information only as necessary for this Agreement, protect it with reasonable care, and restrict access to authorized personnel under confidentiality obligations.

Compelled Disclosure: If legally required, the Receiving Party may disclose Confidential Information with prior notice (where legally permitted) and must cooperate with efforts to contest or limit the disclosure.

General Warranties: Connect represents that Services comply with applicable laws and will perform as documented. Connect affirms it has the rights to provide Services under this Agreement.

Third Party Services: Connect disclaims warranties for non-embedded third-party services or APIs used in conjunction with its platform.

Disclaimer: EXCEPT AS SET FORTH, SERVICES ARE PROVIDED “AS IS.” CONNECT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT. CONNECT DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE.

Connect’s Indemnity: Connect will indemnify Customer against third-party intellectual property claims, except where claims arise from Customer’s misuse or modification of Services, or use with unauthorized third-party systems.

Customer’s Indemnity: Customer will indemnify Connect against third-party claims relating to Customer Data, including intellectual property violations or regulatory breaches.

Procedure: To invoke indemnity, the affected party must notify the other promptly, assist reasonably, and allow full control over the defense. No settlements may be made without the indemnifying party’s written approval.

Sole Remedy: This section outlines the exclusive remedies and liabilities for IP claims involving the Services.

8.1 Limitation of Damages: Except with respect to breaches of Section 5, neither party will be liable for any indirect, special, incidental, punitive or consequential damages (including lost profits), regardless of form, even if informed in advance.

8.2 Limitation of Liability: Except for indemnity, gross negligence, fraud, or willful misconduct, no party shall be liable for any amount exceeding the total fees paid by the customer in the prior 12 months.

8.3 Limitation of Claims: Any claim must be filed within one year or be permanently waived.

9.1 Term: This Agreement continues for the specified term and auto-renews. Termination notice must be sent via certified mail or email.

9.2 Suspension: Connect may suspend service due to threats, abuse, or unpaid invoices after a 14-day notice.

9.3 Termination: Either party may terminate for uncured material breach or insolvency with proper notice.

9.4 Effect of Termination: All access must cease. Fees due remain payable. Refunds apply only for termination due to Connect’s breach.

9.5 Data: Connect will support data export upon request. After termination, data will be deleted per retention policy.

9.6 Survival: All relevant clauses will survive termination of the Agreement.

10.1 Entire Agreement: Supersedes all prior understandings related to the Service.

10.2 Amendment: Modifications must be in writing and signed. Purchase order terms do not override these terms.

10.3 Notices: Must be sent to info@flipped.ai.

10.4 Publicity: Connect may reference Customer’s name/logo unless revoked.

10.5 Force Majeure: No party shall be liable for delays due to uncontrollable events.

10.6 Waiver: Delay or failure to exercise rights does not constitute a waiver.

10.7 Severability: Invalid provisions will not affect the rest of the Agreement.

10.8 Dispute Resolution:

Governing Law: New York State law.
Negotiation: Good faith resolution attempts required.
Binding Arbitration: Unresolved disputes go to arbitration in New York under AAA rules. Prevailing party may recover legal fees.

10.9 Assignment: Customer may not assign rights without written consent; Connect may freely assign.

10.11 Counterparts: Agreement may be executed in multiple counterparts, all of which together constitute one agreement.

Please contact GAIUS NETWORKS INC, 244 Fifth Avenue Suite L256 New York, NY 10001, USA with any questions regarding these Terms.