The terms and conditions contained in this agreement (the “Agreement“) forms the legal agreement between you, either an individual or a single legal entity (“You” or “Your“), and Weboo Online Limited, a limited company incorporated in England and Wales with registered number 06974225 or any other member of its group of companies (trading, and collectively known, as “Fliplet” or “We” or “Our“) in respect of use of any of Our Fliplet Studio, Fliplet Viewer Application, and any other products we may provide to you (the “Product“). This Agreement shall govern Your use of the Products, including any updates and accompanying written documentation. For the avoidance of doubt, You will either be an existing User signing up to any of our Products (“Registered User“) or a User being invited to an existing Account by the User who set up the Account (“Invited User“), or any User using our Service.
Any terms capitalized but not otherwise defined shall have their meaning set out in our Terms of Service. If any of the terms of this Agreement are in conflict with the Terms of Service, the Terms of Service shall prevail.
BY USING ANY PRODUCT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE ANY PRODUCT AND MUST CEASE USE OF ANY PRODUCT IMMEDIATELY.
We provide the following products that make up our Product:
(a) Fliplet Studio – Fliplet Studio is a web-based application editing and management system.
(b) Fliplet Viewer – Fliplet Viewer is the application for devices provided by Fliplet.
2.2 – All information You provide to Fliplet will remain Your property.
3.1 – You must be a registered user to access the Product. You are responsible for keeping Your password private and secure and are prohibited from sharing Your login and password with others.
4.1 – You represent and warrant that You are:
(a) of legal age or older in Your jurisdiction and competent to agree to this Agreement;
(b) You are not and will not when using any Product be located in, or under the control of, a national or resident of a country subject to sanctions or otherwise embargoed by the United Kingdom, European Union or United States and are not a prohibited end user under applicable export control laws (please see further provisions in this regard in paragraph 12.1);
(c) You have all requisite rights and authority to use the Products in accordance with this Agreement and to grant all applicable rights herein;
(d) You are solely responsible for maintaining the confidentiality of Your account login and password;
(e) You agree that Fliplet will not be liable for any losses incurred as a result of a third party’s use of Your Product, regardless of whether such use is with or without Your knowledge and consent;
(f) You will use the Products for lawful purposes only and subject to this Agreement;
(g) any information You submit using the Products is true, accurate, and correct; and
(h) You will not attempt to gain unauthorized access to any system operated by Fliplet, other account, or network under the control or responsibility of Fliplet through hacking, cracking, password mining, or any other unauthorized means.
4.2 – You acknowledge that You are not permitted to use any Product if You cannot make these representations and warranties.
4.3 – If Fliplet (or any of Our Resellers or Corporate Users) has previously prohibited You from using any Product, You are not permitted to use any Product without the prior written consent of Fliplet.
4.4 – You are solely responsible for Your conduct and use of the Products. You are solely responsible for determining the suitability of the Products for Your needs and complying with any regulations, laws or conventions applicable to any data that You provide when using the Products, and Your use of the Products.
4.5 – By using any Product, You specifically agree not to engage in any activity or transmit any information that:
(a) is illegal, or violates any law in the jurisdiction in which You are based, or from which You are using any Product, or any of England and Wales;
(b) involves illegal activity any attempt to commit illegal activity;
(c) violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
(d) interferes with any other person’s use and enjoyment of any of the Products;
(e) attempts to impersonate another person or entity;
(f) is commercial in a way that violates this Agreement;
(g) accesses or uses, or seeks to access or use, the authentication key of another user without permission;
(h) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
(i) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any Product, or the servers or networks operated by Fliplet;
(j) “hacks” or accesses without permission Our proprietary or confidential records, those of another user, or those of anyone else;
(k) decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code in respect of any Product, except as expressly permitted in this Agreement or by law, unless and then only to the extent permitted by applicable law without consent;
(l) removes, circumvents, disables, damages, or otherwise interferes with security-related features of any Product; or
(m) attempts to do any of the foregoing.
4.6 – Any unauthorized use of any Fliplet software system or any Product will be considered a violation of this Agreement and may also violate certain national or EU laws. Such violations may subject You and Your agents to civil and criminal penalties. Fliplet may immediately remove any content or data, and/or suspend or cancel any account or application and/or prevent access to any Product if it becomes aware of any misuse or illegal actions associated with any user, without prior notice to You.
5.1 – Fliplet reserves the right to change any Product, to introduce new products and services and to withdraw any Product with 90 days’ notice and without liability to You. Fliplet also reserves the right to amend this Agreement and any associated policies from time to time. If this Agreement is modified, You shall be notified and asked to accept the new terms of this Agreement prior to the continued use of any Product by You. You shall not be permitted to use the Product if you do not accept the amended terms of this Agreement. This Agreement, as amended, will be effective upon the acceptance of the amended Agreement by You.
5.2 – You are advised to review the most current version of this Agreement from time to time, located at https://fliplet.com/eula.
6.1 – Upon Your acceptance of this Agreement and for the duration of any license period, Fliplet grants You a worldwide, royalty-free, non-exclusive and limited license to access and use the Product in order for You to make use of the Product as contemplated by this Agreement.
7.1 – Fliplet and/or its licensor(s) are the sole owners of the Product, which includes any software, domains, and content (excluding any content uploaded by any user) (including without limitation the structural architecture, coding and functional amendments used by any user in creating an application) made available through the Product.
7.2 – The Product is protected by UK and International copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the Product (or any part of it) or any material (other than content owned by the user) provided through the Product without Fliplet’s prior express written consent.
7.4 – Fliplet and its graphics, logos, icons and service names related to the Product are registered and unregistered trademarks or trade dress of Fliplet. They may not be used without Fliplet’s prior express written permission.
7.5 – All other trademarks not owned by Fliplet that appear in connection with the Product (including without limitation on any application) are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Fliplet.
8.1 – This Agreement is effective upon any use of any Product and remains in effect until Your account with the Fliplet Studio is terminated. Terms that by their nature extend beyond termination shall survive termination of this Agreement. Failure to comply with any terms herein may result in automatic termination or your license to use the Products. Fliplet may terminate Your account with the Product and/or rescind Your license to use any Product based on our Terms of Service.
8.2 – You may terminate this Agreement at any time by deleting Your account with the Fliplet Studio and removing the Fliplet Studio, Fliplet Viewer and applications produced with Fliplet from Your device.
9.1 – THE PRODUCTS AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. FLIPLET AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND RELATED SOFTWARE AND ANY THIRD PARTY SOFTWARE OR SERVICES.
9.2 – YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCTS, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH THE PRODUCTS, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCTS AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
9.3 – SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND WHERE THAT IS IN EFFECT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10.1 – UNDER NO CIRCUMSTANCES SHALL FLIPLET, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF COPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
10.2 – WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF FLIPLET, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED (i) GBP£25.00 IF NO AMOUNTS HAVE BEEN PAID BY YOU TO FLIPLET OR (ii) THE AMOUNT PAID BY YOU TO FLIPLET IN THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM.
10.3 – THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, FROM INABILITY TO USE THE PRODUCTS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
10.4 – SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR BODILY INJURY OR THE LIMITATIONS ABOVE AND IN THOSE JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.1 – You will defend, indemnify, and hold Fliplet, Our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable:
(a) Your access to and use of any Product;
(b) violation of this Agreement by You or any person authorized by You; and
(c) infringement of any intellectual property rights or other right of any person or entity by You.
11.2 – Fliplet retains the exclusive right to settle, compromise, and pay, without Your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us and You agree to cooperate with Our defense of these claims. You agree not to settle any matter in which We are named as a defendant and/or for which You have indemnity obligations without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
12.1 – Entire Agreement. This Agreement (including any associated policies) constitute the entire agreement between You and Fliplet respecting the subject matter herein and supersede and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the Products. Fliplet’s failure to enforce a provision is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Fliplet.
12.2 – Waiver. No rights may be transferred or assigned under this Agreement by You but You acknowledge and agree that Fliplet may freely assign its rights and obligations under this Agreement. Any attempted assignment or transfer in violation of the foregoing will be null and void.
12.3 – Notices. Except as otherwise permitted by this Agreement, any notice required or permitted to be given in connection with the Products or this Agreement will be effective only if it is in writing and sent by email to any email address registered with Fliplet by You or, in respect of Fliplet to firstname.lastname@example.org.
12.4 – Force Majeure. Neither You nor Fliplet will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, pandemic, notifiable disease, government mandated lockdown, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
12.5 – Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
12.6 – Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. The Parties irrevocably agree that any dispute, claim or matter arising out of or in connection with this Agreement, its formation or the legal relationships established by this Agreement including any non-contractual obligations arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit and each of the parties hereby waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.