Terms of use.
Effective Date: October 03, 2021We are Xapix, Inc - doing business as and in the following referred to as “Flip my Brand”. We help entrepreneurs buy & sell eCommerce brands.
This Terms of Use Agreement (“Agreement”) contains important provisions regarding the use of flipmybrand.com (the ‘Website”) and all other services, including the brokerage services to sell assets related to a website or other online business through Flip my Brand (the “Services”). You should review this Agreement carefully before deciding whether to use Flip my Brand’s Services, including but not limited to listing assets or purchasing assets through the Services. If you do not agree to the terms contained within this Agreement, you should not use Flip my Brand’s Services or Website.
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE OR SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE OR SERVICES. Flip my Brand RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. IN THE EVENT Flip my Brand MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE WEBSITE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.
Buying and Selling through Flip my Brand
A “User” is a person or business that wishes to buy or sell online businesses through Flip my Brand’s Services, has registered an account with Flip my Brand, and has consented to this Agreement.
A “Seller” is a User that has submitted a Business for sale through Flip my Brand’s Services.
A “Buyer” is a User that has Unlocked the Confidential Information about a Business.
A “Business” is a reference to the Seller’s overall business function offered under one or more brand names.
The “Assets” include the following:
All accounts associated with the Business, including all associated accounts, content, data, customer lists, databases, files, and artwork;
All general intangibles of the Business, including payment intangibles;
All instruments of the Business, including promissory notes, books and records, customer lists, email lists and other files related to the Business;
All letters of credit and letter-of-credit rights and supporting obligations;
All inventory of the Business, including raw materials, finished goods, packaging, and, inventory deposits, if any (“Inventory”);
All relevant domain names and associated domain name registrations (“Domain Names”);
All rights in, arising out of, or associated with any patents, patent applications, trademarks, service marks, brands, logos, trade dress and all trademark applications or registrations, copyrights and works of authorship, copyright applications or registrations, trade secrets, know-how, inventions, technical information, computer programs, data, databases, applications, code, source code, rights of publicity, and all other intellectual property or proprietary rights (“Intellectual Property”)
All licenses for applications or plugins used in connection with the Business;
All prepaid expenses and subscriptions associated with the Business; and
All goodwill and the going concern value of the Business.
Modifications to this Agreement. Modifications to the terms of this Agreement will not be binding unless acknowledged and agreed to in a writing by the relevant parties. Agreements to alter the terms made through DocuSign, email, through the Website, or other electronic writing shall be considered a writing for purposes of amending this Agreement. No oral modifications are permitted.
Requirement to Register an Account with Flip my Brand.
In order to use Flip my Brand’s Services, you are required to register an account with Flip my Brand and consent to this Agreement. In addition to perform the valuation, Users are required to create and maintain an account with Xapix, Inc. Xapix’ Term of Use are outlined at https://www.xapix.io/terms-conditions. Users are permitted to use their account only and are expressly prohibited from providing third parties with access to a User’s account. You agree that in registering an account with Flip my Brand, you will provide Flip my Brand with accurate, complete, relevant, and current information. Users are solely responsible for maintaining the security and confidentiality of their usernames and passwords. In the event a User account is accessed without a User’s consent, Users are required to immediately provide Flip my Brand with written notice.
By registering an account with Flip my Brand, you agree Flip my Brand may contact you through the details you provided, including but not limited to phone and email, however, you will be authorized to opt out of future emails.
By registering an account with Flip my Brand, you warrant and agree that you are either above the age of majority in your nation, state, province, territory, or city, or the age of eighteen (18), whichever is greater. You warrant that you are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement.
By registering an account with Flip my Brand, Users warrant and represent they have the full power and legal authority to execute this Agreement. If a User is making this representation on behalf of a business entity or third party, the User warrants that he or she has actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.
Sellers represent warrant they have full unencumbered title to the Assets and Business to be sold through Flip my Brand’s Services.
Buyers represent and warrant they have sufficient funds to complete the purchase of any Assets and Business in which they make an offer to purchase.
Buyer and Seller represent they are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors.
Flip my Brand’s Right to Terminate Users. Flip my Brand retains the discretion to terminate this Agreement and ban Users from Flip my Brand’s Services if a User is in breach of the Agreement, Flip my Brand has grounds to believe a User is a repeat violator of this or previous Agreements, or for other grounds based on Flip my Brand’s discretion that a User will cause damage or injury to other Users or Flip my Brand. Users are expressly prohibited from contacting other Users for purposes unrelated to the purchase of Assets, including, but not limited to soliciting Users for sales of products or services.
PROCEDURE AND RULES FOR SUBMITTING BUSINESS FOR LISTING AND THE LISTING PRICE
Process to Submit a Business for Listing with Flip my Brand.
The first step to listing a Business for sale is submitting information regarding the Business to Flip my Brand and it’s technology partner Xapix, Inc who, in its sole discretion, will approve or reject the Business for listing on the Website and participation in the Services. Flip my Brand reserves the right to reject any submission for any reason or no reason at all.
Non-Disclosure of Seller Information. In the course of Flip my Brand’s vetting process, Seller will provide Seller’s Confidential Information, as defined below, to Flip my Brand.
“Seller’s Confidential Information” shall mean non-public, proprietary information revealed by Seller to Flip my Brand relating to an applicable Business being submitted to Flip my Brand including, but not limited to: (i) information expressly marked or disclosed as confidential, (ii) all forms and types of financial, traffic, user, and/or other business information, (iii) any and all details relating to the Assets of an applicable Business listing, including the relevant URL; (iv) the Seller’s profits and losses or balance statement, and (v) other information related to the Assets or Business.
Seller’s Confidential Information will not include information that is: (i) developed by Flip my Brand independently from the Seller and not based upon or derived from information provided or delivered by the Seller; (b) rightfully obtained by Flip my Brand from a third party without restriction; or (c) publicly available other than through the Seller in violation of the terms of this Agreement.
Seller’s Confidential Information will at all times be, and will at all times remain, the property of the Seller and all applicable rights, including, but not limited to, all intellectual property rights, rights of publicity, or other personal or proprietary rights embodied in the Seller Confidential Information will remain in the Seller.
Flip my Brand agrees that it will treat all such Seller Confidential Information as confidential and will not disclose such Seller Confidential Information to any third party except: (i) Flip my Brand will provide this information to Buyers consistent with this Agreement, including but not limited to Section 8; (ii) Flip my Brand may disclose the Seller Confidential Information to its employees, agents, attorneys, accountants, officers, and directors (“Representatives”) in connection Flip my Brand’s services; and (iii) in the event that Flip my Brand is required to disclose any Seller Confidential Information, and, when possible pursuant to statutory or regulatory authority, Flip my Brand will provide the Seller with prompt written notice so that the Seller may seek a protective order or waive compliance by Flip my Brand with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, Flip my Brand is nonetheless, on the advice of its counsel, legally required to disclose the Seller Confidential Information, Flip my Brand may disclose such information without liability hereunder.
Users evaluating their business and submitting a Business to Flip my Brand understand and agree that Flip my Brand will rely on the facts and representations submitted. User agrees to provide Flip my Brand with all relevant information, as determined in Flip my Brand’s discretion, related to the operation of the Business and Assets, including, but not limited to, any relationship with distributors, affiliates, dropshippers, view-only access to relevant information, or any other material information regarding the Business. This information will be truthful, accurate, current, and complete. Flip my Brand reserves the ability to ask Users for additional information about their Business, including but not limited to the Seller Agreement Form, or other similar set of questions. The User agrees to provide complete and truthful information to all of Flip my Brand’s questions. User agrees Flip my Brand may share any information provided with independent third parties in connection with the vetting process.
Flip my Brand may provide Users with the ability to upload or transmit user-generated content in association with the Business or Assets, including, but not limited to, text, comments, photographs, images, videos, audio files, profile information, name, likeness, advertisements, listings, information, and designs (collectively “User-Generated Content”). Except as otherwise provided herein, Users warrant that they own all rights in and to the User-Generated Content. By submitting User-Generated Content to Flip my Brand, you grant Flip my Brand a non-exclusive, irrevocable, royalty-free, worldwide, and perpetual license to use the User-Generated Content for the customary and intended purposes of the Services. These purposes may include, but are not limited to, providing third parties with the Services and archiving or making backups of the Website and provided data. Users agree to waive all moral rights in and to the User-Generated Content across the world, whether or not Users have asserted moral rights in or to the User-Generated Content. By submitting User-Generated Content, Users further agree to waive all rights of publicity or privacy with respect to the User-Generated Content. Users warrant that any User-Generated Content submitted will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
Users agree to be cooperative and provide reasonable assistance while the Business is being evaluated, including but not limited to answering inquiries from potential purchasers or Flip my Brand within seventy-two hours, and acting in a professional and courteous manner at all times. Users also agree to provide details about availability for sales calls, to attend those calls, and that those calls may be recorded. User agrees to direct all third-party communication regarding the sale of its Assets or Business to Flip my Brand.
Unless you expressly disclose specific facts indicating otherwise in writing to Flip my Brand in connection with the submission of your Business, by submitting your Business to Flip my Brand, you represent and warrant that:
You have clear and unencumbered title to the Assets and any related assets to be sold through Flip my Brand, including all intellectual property rights;
You have not placed the Assets to be sold subject to a mortgage, pledge, lien, or encumbrance, except for those taxes which shall be prorated as of the Sale Date;
You and the Assets are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors;
The information you have provided to Flip my Brand in connection with the Assets or Business is true, accurate, current, and complete, and you have not omitted any material information regarding the performance or value of the Assets; and,
To the best of Your knowledge, there is no lawsuit or pending claim or charge against the Assets.
Users acknowledge, understand, and agree that Sellers of Amazon FBA businesses are not permitted to use the legal entity and/or EIN associated with the account being sold for subsequent Amazon accounts.
Approval of Business for Listing and the Exclusive 2-Month Listing Term.
After review of your Business, Flip my Brand will recommend a listing price for the sale your Business and the Assets (“Listing Price Range”). Flip my Brand is not a fixed price marketplace any valuations are not meant as investment advise or other financial service advise.
The Business has been “Listed” once it appears on the Website, which is also referred to as the “Listing Date.” Users and Sellers expressly grant Flip my Brand an exclusive right to list, market, or advertise the Business and Assets for sale for a period of two (2) months from the date the Business or Assets were Listed or, after expiration of the two (2) month period, as long as the Business or Assets are Listed on the Website (“Listing Term”). Users understand and agree they may not cancel or other terminate the Listing Term except as provided in this Agreement.
Sellers warrant and agree that Flip my Brand will the sole and exclusive listing agent for the Business during the Listing Term and that the Business may only be sold by and through Flip my Brand during the Listing Term. Seller may not, directly or indirectly, list, solicit offers, or attempt to sell its Business using any other service, person, or agent for the duration of the Listing Term. Seller agrees Flip my Brand may syndicate its listing of a Seller’s Business on third-party websites.
During the Listing Term, Seller agrees to continue to operate and maintain the Business in the same manner in which it was operated and maintained prior to the Listing Term, including, but not limited to, taking any and all actions necessary to retain the Business value, which may include, but is not limited to, continued marketing efforts, advertising expenses, customer service, maintaining third-party links, and/or other maintaining any other traffic, revenue, distribution, or referral source, if applicable. Seller agrees not to take any actions outside of its normal business practices or that would otherwise impair or impede the transfer of the Assets or the value of the Assets throughout the Listing Term.
During the Listing Term, Sellers agree to maintain accurate and up-to-date business records and to provide the same to Flip my Brand in a timely manner upon request.
Flip my Brand will review and update the Listing Price Range approximately every month. Seller agrees to timely respond to Flip my Brand’s communications regarding updated Listing Prices. Unless otherwise agreed, if Seller fails to respond within 72 hours of Flip my Brand’s communication, Seller is deemed to have consented to the updated Listing Price Range, if any.
The Listing Price Range is not an Offer to Sell and Sellers do not have to accept offers at this price range
The “Purchase Price” is the total consideration paid in connection with the sale of the Assets, not including inventory costs, if any.
PROCEDURE AND RULES FOR UNLOCKING AND MAKING OFFERS TO BUY A BUSINESS
Unlocking the Details Related to a Business Listed for Sale; Liquidated Damages
Flip my Brand only discloses non-public information relating to a specific Business after a User has “Unlocked” that information by consenting to this Agreement and following the process to Unlock the Business as displayed on the Website, which may be amended from time to time, which generally includes a process to submit a payment to Flip my Brand. A User is required to specifically Unlock each Business it is interested in purchasing. Businesses that a User or Buyer has Unlocked are referred to as the Unlocked Businesses.
A Buyer will be provided Confidential Information only after the Business has been Unlocked. “Confidential Information” shall mean non-public, proprietary information revealed by Flip my Brand or Seller of an applicable Business listing (whether in writing, orally or by any other means) including, but not limited to, (a) information expressly marked or disclosed as confidential, (b) all forms and types of financial, traffic, user, and/or other business information, (c) any and all details relating to the Assets, Flip my Brand, or the Seller of an applicable Business listing, including the relevant URL, the Seller’s profits and losses or balance statement, Seller’s contact information, and any other information related to the Assets or Business. This provision is intended to be broadly construed such that all non-public information obtained by a User or Buyer will be considered Confidential Information.
Confidential Information will at all times be, and will at all times remain, the property of the providing party and all applicable rights, including, but not limited to, all intellectual property rights, rights of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain in the providing party. Buyer agrees that it will treat all such Confidential Information as confidential and will not disclose such Confidential Information to any third party; provided, that a Buyer may disclose the Confidential Information to its Representatives (as defined below) who have a need to know such information in connection with the evaluation of the Assets. A Buyer shall use at least the same degree of care to avoid disclosure of such Confidential Information as it would use with respect to its own confidential information of like importance.
A Buyer shall not use Confidential Information for any purpose other than to evaluate the Business and Assets for purchase. A Buyer will prohibit all third-parties that come into possession of the Confidential Information as a result of their access to it from using it for any purpose other than to evaluate the Business for purchase, including agents, financial advisors, employees, contractors, officers, and directors (collectively, “Representatives”). Buyer is prohibited from using the Confidential Information to circumvent Flip my Brand or its Services in any manner, including, but not limited to, by making direct offers to purchase the Business or Assets from Seller outside of Flip my Brand’s terms, process, or knowledge. Buyer is strictly prohibited from using the Confidential Information to obtain non-public information from a competitor, to form a competing business, to register domain names pertaining or related to the Assets or Business, to obtain keyword lists, user lists, or traffic numbers, or to take any other actions by which Buyer or any other party under Buyer’s ownership or control uses the Confidential Information for purposes outside of the evaluation of the Business for purchase.
In the event that a Buyer is required by law to disclose any Confidential Information, the Buyer will cooperate with the providing party and, when possible pursuant to statutory or regulatory authority, provide the providing party with prompt, advance written notice so that the providing party may seek a protective order, prevent against the disclosure of Confidential Information, or waive compliance with the provisions of this Agreement.
Buyers understand and agrees that Sellers agree to list Businesses for sale through Flip my Brand based on trust that Seller’s Confidential Information will not be misappropriated and that the Buyer’s actions to breach that trust will cause Flip my Brand damages the precise amount of which may be extremely difficult or impracticable to determine. Accordingly, in the event that Flip my Brand files an action to enforce the restrictions imposed by this Section, it shall be entitled to the entry of an injunction without the necessity of having to post a bond, which injunction shall remain in place pending completion of any action commenced. Notwithstanding Flip my Brand’s right to obtain an injunction, Flip my Brand will also be entitled to recover $25,000 in liquidated damages against the breaching party plus Flip my Brand’s costs and attorneys’ fees in association with the breach.
Process and Procedure for Making Offers to Purchase a Business
The Finder’s Fee Agreement is the basis to regulate the commission and related terms of the business relationship
Compensation as Finder Fee. THE PARTIES HERETO ACKNOWLEDGE THAT FLIP MY BRAND IS NOT REGISTERED AS A BROKER, DEALER, AGENT OR INVESTMENT ADVISOR UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. ACCORDINGLY, IN PERFORMING THE SERVICES CONTEMPLATED HEREIN, FLIP MY BRAND SHALL ACT AS A FINDER ONLY AND SHALL NOT BE OBLIGATED TO ACT, EITHER DIRECTLY OR INDIRECTLY, AS A BROKER, DEALER, AGENT OR INVESTMENT ADVISOR (AS SUCH TERMS ARE DEFINED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLIP MY BRAND SHALL HAVE NO RIGHT OR OBLIGATION TO (I) OFFER FOR SALE OR SOLICIT OFFERS TO BUY ANY SECURITIES TO OR FROM ANY INDIVIDUAL OR ENTITY, (II) PROVIDE ANY ADVISORY OR EVALUATIVE SERVICES TO ANY INDIVIDUAL OR ENTITY REGARDING ANY SECURITIES OFFERINGS OR THE MERITS OR RISKS OF AN INVESTMENT IN ANY SUCH SECURITIES, (III) PROVIDE ANY INFORMATION TO ANY INDIVIDUAL OR ENTITY, OTHER THAN SUCH INFORMATION REASONABLY NECESSARY TO INTRODUCE, OR OTHERWISE IDENTIFY SUCH INDIVIDUAL OR ENTITY TO COMPANY, REGARDING COMPANY, ITS BUSINESS, ANY SERVICES OFFERED BY COMPANY OR ANY SUCH SECURITIES OR OFFERINGS, (IV) MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH ANY SUCH OFFERINGS OR (V) OTHERWISE EFFECT ANY TRANSACTIONS WITH RESPECT TO, OR INDUCE OR ATTEMPT TO INDUCE THE PURCHASE OR SALE OF, ANY SUCH SECURITIES.
Buyer’s Responsibility to Investigate and Perform Due Diligence. Buyer understands and agrees it is solely responsible for investigating all aspects of any purchase of Assets, including but not limited to independently reviewing financial information, market circumstances, operational issues, supplier contacts, and other factors pertaining to the overall functioning of the Business. Buyer is advised to not only rely on information provided by Flip my Brand, but to supplement that information with its own investigation, including asking the Seller specific questions regarding the Business and the information disclosed in the sales process. Flip my Brand makes no representation or guaranty regarding the future performance of any Asset or Business. Users must complete any and all due diligence prior to the Migration Period.
Indemnification of Flip my Brand. All Users agree to hold harmless, defend, and indemnify Flip my Brand from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to: (1) the use of the Flip my Brand’ Website; (2) the use of Flip my Brand’s Services; (3) the review and listing of any Assets or Business for sale; (4) the violation of any term or condition of this Agreement; (5) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; and (6) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. The obligation to defend and indemnify Flip my Brand will not provide you with the ability or right to control Flip my Brand’s defense, and Flip my Brand reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.
Limitation of Liability.
EXCEPT FOR FLIP MY BRAND’S OBLIGATION GROSS NEGLIGENCE, USERS AGREE THAT THE SERVICES ARE PROVIDED ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, NON-INFRINGEMENT, AND TITLE. YOU AGREE THAT FLIP MY BRAND WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE Flip my Brand’ WEBSITE OR SERVICES OR OTHER DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT FLIP MY BRAND’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR SERVICES OR $1,000, WHICHEVER IS LESS.
General Provisions.
Opportunity to Retain Counsel and Enter Into Custom Agreement. Buyer and Seller understand and agree that they have the option to retain legal counsel and draft and negotiate their own agreement to consummate the sale of the Business.
Fair Market Value. The Buyer and Seller each acknowledge the Purchase Price represents fair market value.
Costs. All Users agree to pay their own costs and expenses incurred with respect to this Agreement.
Valid and Binding Agreement. This Agreement represents a binding legal obligation and is enforceable in accordance with its terms and is binding and shall insure to the benefit of each User’s respective heirs, legal representatives, successors, and assigns.
Confidentiality. The Buyer and Seller agree to maintain complete confidentiality regarding this Agreement as it pertains to the purchase of a Business.
Waivers. A waiver by either Buyer or Seller to any provision of this Agreement does not constitute a waiver of any other provision of this Agreement.
No Third-Party Beneficiaries. Except as otherwise provided, nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind. However, the provisions regarding Confidential Information and Buyer’s obligations are intended to benefit Seller.
Sections and Headings. The sections and headings in this Agreement are for organization and clarification purposes only and should not be interpreted as part of this Agreement.
Choice of Laws and Venue. User agrees that any and all claims or disputes that may be brought by or against Flip my Brand arising out of or related to this Agreement, including any claims or disputes involving its validity, interpretation, breach, violation, or termination, or any claims or disputes in which Flip my Brand has an interest in the resolution of the claim or dispute, shall be exclusively brought in the state or federal courts located in New York City, New York, USA and will be interpreted and enforced pursuant to New York law without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction other than the State of New York. User expressly consents to the exclusive personal jurisdiction of such courts and expressly waives any jurisdictional or venue defenses otherwise available. The prevailing party is entitled to payment of its costs, expenses, and attorney fees by the non-prevailing party for any actions, disputes, or litigation arising out of or related to this Agreement. This Agreement is deemed to have been negotiated, executed, and performed exclusively within New York City. YOU UNDERSTAND AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT BROUGHT AGAINST Flip my Brand MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE.
Entire Agreement. Except as otherwise provided, this Agreement is the entire agreement between the User and Flip my Brand as to the subject matter stated herein.
Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (1) acts of God; (2) flood, fire, earthquake, or explosion; (3) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (4) government order or law; (5) actions, embargoes, or blockades in effect on or after the date of this Agreement; (6) action by any governmental authority; and (7) national or regional emergency; and (8) strikes, labor stoppages or slowdowns, or other industrial disturbances. The party suffering a Force Majeure event shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized.
Other Material Changes. Flip my Brand reserves the right (but not the obligation) to cancel a sale if there has been material changes outside the reasonable control of the Buyer or Seller, including but not limited to changes in commission structure or marketplace rules or regulations.