Vendor - terms of service

Flip-Pay Software as a Service (SaaS) Vendor Terms of Use Agreement

Effective Date: 10 July 2023

This Software as a Service ("SaaS") Vendor Terms of Use Agreement ("Agreement") is made between International Micropayment Ventures Ltd. ("Flip-Pay", "we", "our", or "us") and you, the Vendor ("Vendor", "you", or "your").

Please read this Agreement carefully before using our Services. Your access to and use of our Services signifies your acceptance of this Agreement and our Privacy Policy, which is incorporated herein by reference.

1. Services

Flip-Pay provides paywall, identity management, subscription management and content monetization services (the "Services") for your website or digital platform. These Services allow you to sell content, accept payments, and engage with your audience in new ways.

2. Registration and Account

To access our Services, you must register an account with us. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3. Use of Services

As a Vendor, you may use the Services exclusively for the purpose of controlling access to digital content on your own website or platform. You are not allowed to resell, redistribute, or make derivative services based on our Services.

4. Fees

The fees for our Services are as set out on our website or as otherwise agreed in writing between us. Fees are subject to change at our discretion, with advance notice to you. All payments to us are non-refundable except as expressly set forth within the contract.

5. Vendor Content

You retain all rights to the content you upload to your website or platform ("Vendor Content"). However, you grant us a non-exclusive, worldwide, royalty-free right and license to use, reproduce, and display the Vendor Content as necessary to provide the Services.

6. Vendor Obligations

You warrant that you have all necessary rights to provide the Vendor Content and that such content does not infringe any third party rights, violate any laws, or breach any contract or duty to any person.

7. Limitation of Liability

To the maximum extent permitted by law, we will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or related to this Agreement or your use of the Services.

8. Indemnity

You agree to indemnify, defend, and hold us harmless from and against all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with your access to or use of the Services, your violation of this Agreement, or your infringement of any third party rights.

9. Termination

Either party may terminate this Agreement for any reason by providing the other party with sixty (60) days’ written notice. Upon termination, you must cease all use of the Services and we will cease providing the Services to you.

10. Changes to this Agreement

We reserve the right to modify this Agreement at any time. If we make changes to this Agreement, we will notify you by updating the date at the top of this Agreement and, in some cases, we may provide you with additional notice. Your written and signed contract superceads this terms of service.

11. Governing Law

This Agreement and any dispute arising out of or related to it will be governed by the laws of Ireland, without regard to its conflicts of law principles.

By using our Services, you agree to the terms of this Agreement.