PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.
1. About these Terms of Service
1.1 Fliplet is a trading name of Weboo Online Limited, a limited company incorporated in England with registered number 06974225 and registered address at The Specialist Works, 94 White Lion Street, London, England, N1 9PF.
1.2 In these Terms of Service:
“Account” means the account of a User with Fliplet Studio which is created when a User signs up to use Fliplet Studio and the Services by completing the registration form available via Fliplet Studio;
“Appstore” means a marketplace for applications on any platform available from time to time including without limitation the iTunes, Google and Android platforms;
“Application” means an application for a Device created by a User using Fliplet Studio which (when Published) can be viewed on a Device through the Fliplet Viewer Application;
“Content” means material and information used to populate pages of an Application including without limitation text, image, video and audio material;
“Device” means a smartphone, mobile or handheld device capable of supporting the Application;
“Fliplet”, “we” and “us” are references to Weboo Online Limited;
“Fliplet Studio” means the web-based management system through which a User can build, amend, submit for Publication and update one or more Applications and review Statistics derived from each Application related to such User’s Account and the marketing website at fliplet.com;
“Fliplet Viewer Application” means the application for Devices provided by Fliplet and available through the Appstore through which a User can view an Application connected to his Account when it has been Published and test the functionality of an Application connected to his Account;
“Production Application” means a version of the Application created by Fliplet for Submission to the Appstore as a stand alone application;
“Publish”, “Published”, “Publication” relates to an Application being approved by Fliplet and made available to be viewed by any person using the Fliplet Viewer Application;
“Services” means all those services provided through Fliplet Studio and/or Fliplet Viewer Application and (as applicable) the Submission of a Production Application to the Appstore;
“Statistics” means information relating to views of an Application and pages therein and such other information as Fliplet provide to Users from time to time;
“Submission” means submission of a Production Application to the Appstore using the User’s developer account; and
“User”, “Your” and “You” means a user of Fliplet Studio, the Fliplet Viewer Application and/or the Services.
1.3 These Terms of Service set out the terms on which we offer the Services and provide Fliplet Studio, the Fliplet Viewer Application and the Services and on which You agree to use Fliplet Studio, the Fliplet Viewer Application and the Services.
1.4 Please review these Terms of Service carefully and make sure that You understand them before using Fliplet Studio, the Fliplet Viewer Application and/or the Services. If You do not agree to these Terms of Service, You must cease use of Fliplet Studio, the Fliplet Viewer Application and the Services immediately.
2. Acceptance of the Terms of Service
2.1 By using Fliplet Studio, the Fliplet Viewer Application and/or the Services, You accept and agree to be bound by these Terms of Service.
2.2 We may at any time modify these Terms of Service. We will notify You of any changes to these Terms of Service either by emailing You (at the email address entered by You into any form on Fliplet Studio) or by posting a notice on Fliplet Studio and the Fliplet Viewer Application. By continuing to use Fliplet Studio, the Fliplet Viewer Application and/or the Services after changes to these Terms of Service are made and notified to You, You agree to be bound by such changes. You can review the most current version of our Terms of Service at any time by clicking on the “Terms of Service” link located at the bottom of Fliplet Studio. It is Your responsibility to ensure that You are familiar with the current Terms of Service. You are advised to check the above link on a regular basis.
3. What is Fliplet Studio?
3.1 Fliplet Studio is an electronic platform enabling Users to build, amend, publish and update one or more Applications.
3.2 Users can build an Application using Fliplet Studio by selecting template page structures provided through Fliplet Studio and populating those pages with Content. Users may also create additional functionality and page designs to the extent that such designs and functionality are supported by Fliplet Studio (such functionality and page designs together, the “User Inventions”).
3.3 Users can save an Application at any time and return to Fliplet Studio to retrieve such Application and amend it.
3.4 When a User is satisfied with the Application, he can submit the Application to Fliplet for Publication using Fliplet Studio. When Published, the Application will be viewable via the Fliplet Viewer Application.
4. What is the Fliplet Viewer application?
4.1 The Fliplet Viewer Application is an application for Devices available on the Appstore. It enables any person who has downloaded the Fliplet Viewer Application to search and view any Application that has been Published (so long as such Application has not been withdrawn by the User to whose Account the Application relates).
4.2 In addition, the User to whose Account the Application relates is able to view and test the functionality of the Application using the Fliplet Viewer Application.
5.1 When a User submits an Application for Publication, it may be reviewed, tested and optimized by Fliplet.
5.2 Fliplet has no obligation to Publish any Application and may (in its sole and absolute discretion) refuse to publish an Application without giving a reason.
5.3 In the event that Fliplet refused to publish an Application, the User shall not be entitled to any refund on any Subscription paid to Fliplet for use of Fliplet Studio, the Fliplet Viewer Application and the Services and shall have no recourse against Fliplet for any costs, expenses or other losses suffered by it in building the Application or arising from Fliplet’s refusal to Publish the Application.
5.4 In submitting an Application for Publication, the User represents and warrants to Fliplet that the Application complies in all respects with the Content guidelines contained in paragraph 10 of these Terms of Services.
5.5 Prior to submitting an Application for Publication, the User must check that the Application contains no errors or mistakes. The User is solely responsible for any Content in the Application. The User acknowledges and agrees that Fliplet does not check or review the accuracy of any Content and Fliplet will not be liable for any errors, omissions or inaccuracies in any Content contained in any Application.
6. Submission of a Production Application
6.1 If You wish to Submit Your Application directly to the Appstore (so that a person wishing to view Your Application does not have to view the Application through the Fliplet Viewer Application), Fliplet can create a Production Application for You which we will then Submit to the Appstore.
6.2 Fliplet charges an additional fee (the “Production Application Fee”) for creation of a Production Application and Submission of the Production Application to the Appstore. In addition the Appstore requires that a fee (the “Appstore Fee”) is paid on Submission of the Production Application to the Appstore. Fliplet requires payment of the Production Application Fee and the Appstore Fee prior to us commencing work on creating the Production Application.
6.3 In order to Submit a Production Application to the Appstore, the User whose Account to which the Application relates must have set up a developer account with the Appstore. [Fliplet requires that You provide us with the login and password to Your developer account in order for us to Submit the Production Application on Your behalf.
6.4 In paying to us the Production Application Fee and the Appstore Fee You acknowledge and agree that:
(a) whether or not the Appstore accepts the Production App for publication on the Appstore is beyond Fliplet’s control;
(b) the Production Application Fee is payment for Fliplet creating the Production Application and does not guarantee that the Production Application will be accepted by the Appstore;
(c) all requirements set out by the Appstore are met by the Application (other than technical aspects to be effected by Fliplet as part of Fliplet’s provision of the Services);
(d) Fliplet gives no representation or warranty that the Production Application will meet the Appstore’s requirements (whether technical, content-related or otherwise) and/or that the Production Application will be accepted for publication on the Appstore; and
(e) Fliplet will not be liable if the Appstore refuses to publish the Production Application on the Appstore (or subsequently withdraws the Production Application) regardless of why the Appstore refuses to publish the Production Application.
7. Payment terms
7.1 In order to create an Application You are required to create an Account and pay a subscription fee. The subscription fees applicable from time to time will be as set out on Fliplet Studio from time to time. Prices are quoted in USD inclusive of VAT (if applicable).
7.2 Fliplet may agree access to Fliplet Studio for a limited time on the basis of a free trial. The term of any free trial will be agreed at the time You register an Account. You are not permitted to create multiple Accounts in order to seek to benefit from multiple free trials. Fliplet shall be entitled in its sole and absolute discretion to delete any Applications and/or Content associated with an Account that is not upgraded to a paying Account at the end of the free trial period and terminate access to such Account.
7.3 When signing up to pay a Subscription Fee, You will be asked to enter Your credit or debit card details and asked to click “submit”. Fliplet uses Recurly and Paypal which are each PCI compliant. Fliplet will not see or receive Your credit or debit card details. These will be viewable only by the payment provider.
7.4 When Your payment has been processed, You will receive a confirmation email from Fliplet.
7.5 In the event that You sign up for a rolling subscription whereby Your subscription renews on a monthly, quarterly or annual basis, You authorize Fliplet (or our payment provider) to request payment from Your bank or card provider at the appropriate intervals. You must ensure that there are sufficient funds in Your account to meet the subscription fee due to us. In the event that a payment is unsuccessful, we will request the payment again. We reserve the right to charge You an administrative fee of £10.00 in respect of each payment properly requested by us that is unsuccessful.
8.1 In the event that You have signed up for a one-off subscription, Your subscription will terminate automatically at the end if the appropriate period. You will then be unable to access your Account.
8.2 In the event that you have signed up for an automatically renewing subscription, You may cancel the subscription at any time by giving us no later than 30 days notice. In order to cancel a subscription You must cancel your subscription via the Fliplet Studio account management system. The date Your cancellation will take effect will be the end of the current billing cycle.
8.3 On cancellation of Your subscription:
(a) You will be unable to access your Account;
(b) any Application that has been Published will cease to be viewable through the Fliplet Viewer Application.
8.4 Fliplet will not refund any subscription paid by You in the event that You wish to cease use of the Services, Fliplet Studio and/or the Fliplet Viewer Application prior to the proper expiry of the current billing cycle. All fees paid to Fliplet are non-refundable.
9. Your conduct
9.1 By downloading and/or using Fliplet Studio and/or the Fliplet Viewer Application, You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services or Fliplet Studio and/or the Fliplet Viewer Application.
9.2 You agree and undertake to keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to Fliplet Studio or the Fliplet Viewer Application using Your username and password.
9.3 You agree not to interfere with the servers or networks connected to Fliplet Studio and the Fliplet Viewer Application or to violate any of the procedures, policies or regulations of networks connected to Fliplet Studio and/or the Fliplet Viewer Application, including these Terms of Service.
9.4 You also agree not to:
(a) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit Fliplet Studio or the Fliplet Viewer Application to any third party, or jeopardize the correct functioning of Fliplet Studio or the Fliplet Viewer Application, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies Fliplet Studio and/or the Fliplet Viewer Application;
(b) attempt to gain access to secured portions of Fliplet Studio and/or the Fliplet Viewer Application to which You do not possess access rights;
(c) impersonate any other person while using the Services, Fliplet Studio or the Fliplet Viewer Application;
(d) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using Fliplet Studio or the Fliplet Viewer Application;
(e) resell or export the software associated with Fliplet Studio or the Fliplet Viewer Application;
(f) use Fliplet Studio or the Fliplet Viewer Application to generate unsolicited advertisements or spam; or
(g) use any automatic or manual process to search or harvest information from Fliplet Studio or the Fliplet Viewer Application, or to interfere in any way with the proper functioning of Fliplet Studio or the Fliplet Viewer Application.
10.1 You hereby represent and warrant that in respect of any Content uploaded to Fliplet Studio or the Fliplet Viewer Application by You and/or contained in any Application or Production Application:
(a) You have the right to publish such Content (whether by virtue of ownership of the intellectual property rights in such Content or as a result of the grant to You of a license to use and publish such Content);
(b) the publication of such Content on the Fliplet Viewer Application and/or any Application and/or Production Application is not likely to bring the reputation of Fliplet into disrepute;
(c) such Content:
(i) is not illegal in the UK or in any jurisdiction in which such Content might reasonably be expected to be viewed and does not promote any illegal activity;
(ii) does not promote terrorism or assist any person in committing or procuring the commitment of any act of terrorism;
(iii) does not encourage or promote any political cause or affiliation;
(iv) is not of a pornographic, sexually explicit, violent, offensive or obscene nature;
(v) does not promote racism, bigotry, hatred or physical harm of any kind against any person or group of persons;
(vi) does not contain libellous or otherwise untrue statements about any person (whether living or dead) and does not harass or advocate the harassment of any person;
(vii) does not depict any person less than 18 years of age (whether or not decent or indecent);
(viii) is not likely to cause offence to any viewer of such Content;
(ix) does not promote or relate to any pyramid scheme, contest, lottery, sweepstake, or barter activity; and
(x) is not likely to lead a viewer to assume that you are related to, authorized by or otherwise represent Fliplet.
10.2 You acknowledge and agree that Fliplet may review and approve some or all Content (in its sole and absolute discretion) uploaded to Fliplet Studio or the Fliplet Viewer Application by You and/or contained in any Application or Production Application. Fliplet shall be entitled to remove any Content or Application without notice and without giving any reason. For the avoidance of doubt, Fliplet does not offer a facility for You to transfer or copy any Content or Applications from your Account to a third party service provider.
10.3 Further You acknowledge and agree that Fliplet may be required to provide information about the origin of any unlawful Content published and/or the occurrence of any unlawful activity occurring on Fliplet Studio and/or the Fliplet Viewer Application and/or any Application or Production Application to any police or judicial authority in any country in which such Content has been viewed and is illegal and You hereby irrevocably authorize Fliplet to provide such information to such persons (on request or in our discretion) without consulting or informing You.
10.4 If You view any Content on Fliplet Studio or the Fliplet Viewer Application or any Application or any Production Application that You believe breaches any of the above restrictions, You undertake and agree to report such Content to Fliplet as soon as is reasonably possible.
11. Our rights
In providing You with access to Fliplet Studio and the Fliplet Viewer Application and in providing the Services, Fliplet reserves the following rights, and in accessing, browsing or otherwise using Fliplet Studio and/or the Fliplet Viewer Application You grant to Fliplet and agree that Fliplet shall have the following rights:
(a) the right to refuse or withdraw Your access to Fliplet Studio and/or the Fliplet Viewer Application in accordance with applicable laws for any reason at any time (with or without notice) if in Fliplet’s sole and absolute discretion You violate or breach any of these Terms of Service;
(b) the right to suspend, amend or disable Your Account without giving You notice or any reason;
(c) the right to remove or amend any Application or Content without giving You notice or any reason;
(d) the right to amend or update Fliplet Studio and/or the Fliplet Viewer Application, fees, billing methods or these Terms of Service from time to time;
(e) the right to report You to the police or other judicial body if Fliplet believes in its sole and absolute discretion that Your conduct (whether in using Fliplet Studio, the Fliplet Viewer Application, our Services or otherwise) is unlawful.
12. Intellectual property
12.1 Fliplet and/or its licensor(s) are the sole owners of Fliplet Studio and the Fliplet Viewer Application, which includes any software, domains, and content (including without limitation the structural architecture, coding and functional amendments used by any User in creating an Application) made available through Fliplet Studio and/or the Fliplet Viewer Application.
12.2 Notwithstanding the preceding paragraph, each User shall retain ownership of any Content provided by such User to populate any page on any Application relating to their Account. Each User hereby grants a perpetual, irrevocable, transferable and sub-licensable license to Fliplet to publish, display and otherwise us such Content in order for Fliplet to provide the Services as contemplated by these Terms of Service.
12.3 Fliplet shall own all intellectual property rights in any User Invention from the point of its creation and grants the User who created such User Invention a perpetual license to use such User Invention.
12.4 Fliplet Studio and the Fliplet Viewer Application are 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 Fliplet Studio and/or the Fliplet Viewer Application (or any part of them) or any material (other than Content owned by the User pursuant to paragraph 12.2) provided through Fliplet Studio and/or the Fliplet Viewer Application without Fliplet’s prior express written consent.
12.5 Any unauthorized use of Fliplet Studio and/or the Fliplet Viewer Application will result in the automatic termination of the limited license granted by us. Fliplet reserves the right to terminate the limited license without notice at any time following an unauthorized use by You of Fliplet Studio and/or the Fliplet Viewer Application.
12.6 Fliplet and its graphics, logos, icons and service names related to Fliplet Studio and the Fliplet Viewer Application are registered and unregistered trademarks or trade dress of Fliplet. They may not be used without Fliplet’s prior express written permission.
12.7 All other trademarks not owned by Fliplet that appear in connection with Fliplet Studio and the Fliplet Viewer Application (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.
Whilst we have implemented commercially reasonable technical and organizational measures to secure Your personal information and user Content from unauthorized use, we cannot guarantee that unauthorized third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information and user Content at Your own risk.
14. Electronic communications
By downloading and/or using Fliplet Studio and the Fliplet Viewer Application and/or material provided through Fliplet Studio and the Fliplet Viewer Application, You consent to receiving electronic communications and notices from Fliplet. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. Use of information submitted
You agree that Fliplet is free to use any comments, information or ideas contained in any communication You may send to Fliplet without compensation, acknowledgement or payment to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or Fliplet Studio or the Fliplet Viewer Application or other products or services. For the avoidance of doubt, all such information will be deemed by Fliplet to be non-confidential and non-proprietary, and You agree that such information may be used by us without any limitation whatsoever.
17. No warranty & liability limit
17.1 Fliplet provides the Services, Fliplet Studio and the Fliplet Viewer Application “as is” and without any warranty or condition, whether express, implied or statutory. Fliplet specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Fliplet assumes no liability or responsibility for any errors or omissions in Fliplet Studio and/or the Fliplet Viewer Application or its provision of the Services or in any Application or Production Application; any failures, delays or interruptions in Fliplet Studio and/or the Fliplet Viewer Application ; any losses or damages arising from the use of the Services or Fliplet Studio and/or the Fliplet Viewer Application or any Application or Production Application; or any conduct by users of the Services or Fliplet Studio and/or the Fliplet Viewer Application. Fliplet reserves the right to deliver the Services and Fliplet Studio, the Fliplet Viewer Application in its sole and absolute discretion.
17.2 In no event shall Fliplet, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Services and/or Fliplet Studio and/or the Fliplet Viewer Application and/or Your usage of any Application or Production Application or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage.
17.3 Fliplet does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Fliplet.
17.4 If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
17.5 From time to time You may use or access services, promotions and websites of third parties (including without limitation the Appstore). In using or accessing third party services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.
17.6 Fliplet specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on Fliplet Studio and/or the Fliplet Viewer Application and/or in any Application or Production Application.
You agree to indemnify and hold Fliplet and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your use of the Services and/or Fliplet Studio and/or the Fliplet Viewer Application and/or the Publication of any Application relating to `Your Account and/or the creation, Submission or publication of any Production Application or Your violation of any law or the rights of any third party.
19.1 You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Services, Fliplet Studio, the Fliplet Viewer Application, Fliplet’s advertising or any related transaction between You and Fliplet shall be governed by and construed in accordance with English law.
19.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
Fliplet may change or discontinue the Services and/or the availability of Fliplet Studio, and/or the Fliplet Viewer Application (including without limitation any Applications Published through the Fliplet Viewer Application) at any time without prior notice. Fliplet reserves the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Services, Fliplet Studio, and the Fliplet Viewer Application. In the event of termination, You shall have no right to receive a copy of any Application (or any part thereof).
21.1 These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999.
21.2 If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
21.3 Fliplet reserves the right to charge interest on any late payments at the rate of 7% per annum above the base rate of the Bank of England. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
21.4 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
21.5 Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
21.6 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms of Service without our prior express written consent.
21.7 These Terms of Service set forth the entire understanding and agreement between You and Fliplet with respect to the subject matter hereof.
21.8 These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
21.9 You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Service agreement or their subject matter or formation (including non-contractual disputes or claims).