End User License Agreement for Terms and Use of Service
END USER LICENSE AGREEMENT (EULA) PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING
SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE
THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.
UPDATED October 1, 2016
WHEREAS, FlipLogic LLC and 1-888-Cash-Offer, a California Corporation, develops, maintains, and licenses access
a web-based sales and marketing business management tool and information provider tool that allows real estate
real estate agents and other business owners to generate and manage numerous types of real estate transactions
effectively and efficiently; and WHEREAS, Customer wishes to use FlipLogic and obtain such related services, and
desires to provide such services to Customer;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
ARTICLE I. DEFINITIONS
1.1 Definitions. For purposes of this Agreement, the definitions set forth below shall be applicable:
“Authorized User” means
an individual who is a principle, employee or contractor of a Customer who is acting within the scope of a
employment or agency relationship and who agrees to be bound by the terms of this Agreement. “Front End Code”
the user interface display and usability platform. This includes but is not limited to the layout, color
HTML pages and source code etc. “Back End Code” means the FlipLogic application specific source code. This
but is not limited to the database schema, field definitions, table relationships, marketing automation, work
management, application methodology, linking and interface coding etc.
ARTICLE II. OWNERSHIP AND USE
- 2.1 Grant of License. Subject to the terms and conditions of this Agreement,
FlipLogic hereby grants to Customer and
Customer hereby accepts a limited nonexclusive, nontransferable license to establish Online Access to the
Software to perform project management and marketing, lead and deal tracking, document preparation and other
business functions as the Software is designed to perform.
- 2.2 Title. FlipLogic shall retain all right, title, and interest (including all
copyrights, patents, service marks,
trademarks and other intellectual property rights) in and to FlipLogic, including any and all updates,
customizations, revisions, modifications, future releases and any other changes thereto, and all related
material and documentation, etc. Except for the license granted pursuant to this Agreement, Customer shall not
any interest in the FlipLogic Software or any other services or materials, or any copies or portions thereof,
by FlipLogic or any of its related entities pursuant to this Agreement.
- 2.3 Customer Ownership of prospect, customer and employee Data. Any Customer’s
Company specific Data provided to FlipLogic
hereunder, either in hard copy or electronic format is and shall remain Customer’s property, subject to the
set forth herein.
- 2.4 FlipLogic intellectual property ownership and restrictions to product use.
FlipLogic shall retain all rights to
proprietary application development, business and technical methodologies, implementation, business processes
all other aspects of FlipLogic business, application(s) and services. Under no circumstances, will the Customer
permitted to use any Front or Back End Code to their advantage (or) the advantage of their partner company’s
potential partner company’s outside of the intended design and implementation for which the original service
agreement was executed. The technology and business methodologies are proprietary and the sole property of
Any technology or business replication of any aspect of the application or services provided used for the gain
the Customer or above mentioned business partners or for the use of any level of a competitive nature regarding
proprietary elements is strictly prohibited.
- 2.5 Terms and Conditions. The undersigned Customer hereby knowingly and
specifically agrees to comply with all requirements
set forth by FlipLogic as to how FlipLogic will be used including but not limited to the number of users, the
and manner in which FlipLogic is accessed. It is expressly understood that FlipLogic is the intellectual
of FlipLogic and any attempts to copy, duplicate, imitate, share or modify FlipLogic will be treated as a
copyright or trademark infringement. In each such instance of an infringement upon FlipLogic patent, copyright
trademark on FlipLogic shall bear liquidated damages in the amount of $25,000 per instance to be paid by the
to FlipLogic. It is further understood, acknowledged, consented to that the Customer alone bears all
for verifying the accuracy and legal validity of all documents generated by FlipLogic. Furthermore, Customer
to release FlipLogic from any and all liability, cost, or expenses that the Customer may incur as a result of
any of the documents, procedures, worksheets, formulas, marketing strategies, project estimation, selling
appraisals and brokers price opinions. It is understood that the Customer is using FlipLogic at their own risk
bears all responsibility for any lost, incomplete, or missing data or unsuccessful real estate deals or
The Customer acknowledges that any and all information obtained via FlipLogic relative to evaluations,
and brokers price opinion is the confidential trade secret information of FlipLogic and further understands
the “ARV Calculator”, “Repair Estimator”, “Profit Analysis Generator”, “Offer Generator”, and “Marketing
features of FlipLogic are the confidential trade secret of FlipLogic. Any attempts to alter, copy, modify or
infringe upon the intellectual property of FlipLogic by the Customer would be subject to paying the
liquidated damages. Furthermore in an effort to prevent the unauthorized or inadvertent release of any of the
ideas or information contained in FlipLogic to an unintended recipient the parties agree that the undersigned
limit the access to and usage of FlipLogic to the following specifically named person(s) who are the owners of
are employees of the undersigned Customer. Each of whom will be assigned their own separate password and
Upon initial usage and operation of FlipLogic if the Customer believes that existing software owned by or
by Customer is similar in operation, appearance, function, method of use to FlipLogic in any way Customer shall
(within 48 hours) notify FlipLogic of all such similarities. Failure to so notify FlipLogic will be seen as
proof in favor of FlipLogic in any potential question as to the source of any idea, concept or function in any
property, copyright, trademark or patent dispute.
ARTICLE III. FEES & BILLING
- 3.1 Access Charges. If there is a charge associated with the license granted
pursuant to Section 2.1, and for the Services
described herein, you agree to pay that charge. The price stated for the license and services excludes all
taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such
or other charges. We may suspend or cancel the license or services if we do not receive an on-time, full
from you. Suspension or cancelation of the Services for nonpayment could result in a loss of access to and use
- 3.2 Your Billing Account. To pay the charges for the license and services, you will
be asked to provide a payment method
at the time you sign up for that service. You can access and change your billing account information and
method in your Account Settings within the product. Additionally, you agree to permit FlipLogic to use any
account information regarding your payment method provided by your issuing bank or the applicable payment
You agree to keep your billing account information current at all times. Changes made to your billing account
not affect charges we submit to your billing account before we could reasonably act on your changes to your
- 3.3 Authorization. By providing FlipLogic with a payment method, you (i) represent
that you are authorized to use the
payment method that you provided and that any payment information you provide is true and accurate; (ii)
FlipLogic to charge you for the licenses and services using your payment method; and (iii) authorize FlipLogic
charge you for any paid add-ons (e.g. Direct Mail, Moby Minutes, Comparable Reports, etc.) that you choose to
while this Agreement is in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly
purchase; or (d) on a recurring basis for subscription services. Also, we may charge you up to the amount
approved, and we'll notify you in advance of any change in the amount to be charged for recurring subscription
We may bill you at the same time for more than one of your prior billing periods for amounts that have not
- 3.4 Automatic Renewal. Provided that automatic renewals are allowed in your
country, province, or state, we may inform
you by email before automatically renewing your Services. We may automatically renew your license and services
charge you the then current price for the renewal term. You must cancel the Services before the renewal date to
being billed for the renewal.
- 3.5 Trial-period offers. If you are taking part in any trial-period offer, you must
cancel the license and services
by the end of the trial period to avoid incurring new charges, unless we notify you otherwise. If you do not
your license and services at the end of the trial period, we may charge you for the license and services.
- 3.6 Billing Policy. FlipLogic has adopted the following billing policy all
customers must comply with: All accounts
are set up on a prepay basis. Payment must be received by FlipLogic before any product or services are
Accounts to be paid by check must prepay six months service in advance. All International clients must pay by
card. FlipLogic will not accept international checks. Customers are responsible for keeping all credit card
current. All changes must be communicated to FlipLogic including changes to credit card type and expiration
as well as a current e-mail address. All recurring charges are automatically generated, invoiced, and charged
the credit card on file according to contractual agreement. This includes monthly, quarterly and yearly
Charges are based on availability of products and services, not usage. Invoice and payment receipts are
to customers upon request.
- 3.7 Billing Period. Billing periods begin upon invoicing. Each customer is
committed to the remaining term of the billing
period and no refunds will be given. Customers are not required to use services during the period.
- 3.8 Billing Disputes. As a current or prior customer of FlipLogic, each customer
agrees to provide FlipLogic thirty
days to attempt settlement of any billing dispute before disputing with any third party, credit card company or
FlipLogic must be the first option in billing disputes. Should FlipLogic receive a chargeback or other reversed
from a third party, Credit Card Company or bank on the customer’s behalf before FlipLogic has been given a
to resolve the issue, FlipLogic has the right to collect on the rendered services and any fees associated with
disputes. FlipLogic charges a $50.00 Chargeback Fee per chargeback should a credit card company be used as a
resort in a billing dispute. Not all billing disputes may be settled to a customer’s satisfaction. Once
has been given first right to settle a billing dispute, a customer may then use any third party, Credit Card
or bank in an attempt to settle the dispute. However, FlipLogic still retains the right to collect on any
services or fees that are due. Should FlipLogic be unable to reverse any disputed amounts with a third party,
company, or bank, FlipLogic will submit the full delinquent amount to a third party collection service.
- 3.9 Payment Methods. FlipLogic accepts payments via credit or debit card, and
occasionally by check. Payment by check
is on a per customer basis and must be agreed to by FlipLogic. Checks must be paid in US dollars and issued
a US bank. FlipLogic currently accepts American Express, MasterCard, Discover, and Visa credit cards.
- 3.10 Billing Cycle. All credit cards are automatically charged on the customer’s
specific billing cycle date. If the
credit card is declined, FlipLogic will attempt to charge the card on file for ninety days.
- 3.11 Late Fee. All accounts more than 30 days past due will be assessed a late fee
of 5%. Three attempts to contact
the customer will be made before any late fee is assessed.
- 3.12 Disabling of Accounts. All accounts 45 days past due will be disabled until
balances are paid in full including
any associated late fees. When disabled, all access will be suspended and data will be unavailable.
- 3.13 Collections. After an account is delinquent 60 days, it will be deactivated.
Once deactivated, the customer will
not be able to recover any files. The account record and delinquent balance may be passed on to a third party
ARTICLE IV. CANCELLATION POLICY
- 4.1 Cancellation Policy. As a FlipLogic customer, you have the ability to cancel
your account at any time without any
termination charges or fees. You will not receive a refund for billing that has already occurred, except in the
instances described below. FlipLogic will not pro-rate any return for unused service and all outstanding
must be paid in full. By using FlipLogic, each customer understands and agrees to this cancellation policy and
that while no refund will be issued, customers are always free to keep accounts open for access for the full
of time billed.
- 4.2 Monthly subscriptions. Once cancelled, your subscription will terminate at the
end of the latest monthly billing
period for which you have previously been charged. No further charges will be applied, and no refunds for
time will be made.
- 4.3 Annual subscriptions with monthly payments. If you submit your cancellation
request within the first 30 days following
your initial billing, you are eligible for a refund of all charges for the service, minus the respective
monthly fee for your first month’s subscription. If you submit your cancellation request more than 30 days
your initial billing, your subscription will remain active until the end of your current 12-month billing
You will still be responsible for the complete unpaid balance of your annual subscription. This will continue
be billed monthly until your subscription expires. FlipLogic may use an outside collection agency to collect
- 4.4 Annual subscriptions paid annually. If you submit your cancellation request
within the first 30 days following
your initial billing, you are eligible for a refund of all charges for the service, minus the respective
monthly fee for your first month’s subscription. If you submit your cancellation request more than 30 days
your initial billing, your subscription will remain active until the end of your current 12-month billing
You will not receive a refund and you will not be billed for the service again.
- 4.5 Refunds. FlipLogic will honor all refund requests for specific marketing
promotions that state or that imply
a refund request will be honored within the first thirty days. All refund requests must occur within the first
30 days of service and be tied to a specific marketing promotion. All other refund requests will be denied.
ARTICLE V. CONFIDENTIALITY
- 5.1 Confidentiality. Each party agrees that the Customer’s company associated Data
(referred to herein as the “Customer
Confidential Information”) and any and all documentation and information pertaining to FlipLogic (referred to
collectively as the “FlipLogic Confidential Information”) is the confidential property of Customer and
respectively (Customer Confidential Information and FlipLogic Confidential Information referred to hereinafter
collectively as the “Confidential Information”). The party receiving the Confidential Information, including
party’s employees, officers, directors and agents, (collectively, the “Receiving Party”) shall hold in
all Confidential Information and shall not disclose or distribute Confidential Information, or any portion
in any form or format to any person except on a strict “need to know” basis for the purpose of performance of
Agreement, or as required by valid legal process. Customer agrees it shall not copy, alter, decompile,
reverse engineer, or otherwise modify (except with FlipLogic’s prior written consent) or directly or indirectly
disclose any FlipLogic Confidential Information. Confidential Information under this Section 5 shall not
information that: (i) is or has become publicly available without restriction through no fault of the Receiving
Party; or (ii) has been received without restriction from a third party lawfully in possession of such
ARTICLE VI. TERM & TERMINATION
- 6.1 Term. The term of this Agreement begins on the Date the Customer first accessed
the FlipLogic service and shall
continue as long as the Customer has access to the FlipLogic product(s), until terminated as provided for in
- 6.2 Termination without cause. Either party may terminate this Agreement by
providing 30 days’ notice to the other
party. Customer cancellations can only be done by phone conversation with authorized FlipLogic representatives.
- 6.3 Fees, Return of Data. In the event of termination or expiration of this
Agreement, all Fees due and payable to
FlipLogic must be paid in full. At FlipLogic’s election, upon its receipt of all such Fees, or after notice of
intent to terminate has been received by from the Customer by FlipLogic, FlipLogic will make all company Data
for a period of 30 days and then remove Customer from the environment.
ARTICLE VII. STANDARD MARKETING
- 7.1 Standard Marketing. FlipLogic reserves the right to use Customer name and
credentials in an appropriate and acceptable
manner for standard marketing promotions including e-mail and sms text promotions. Acceptable and standard
promotions include but are not limited to: Client listings, press releases, surveys, interviews, reputable
publications, television, radio and web site presentation and promotion etc. Please provide written
to firstname.lastname@example.org if you would like to be removed from any marketing or promotions from FlipLogic.
ARTICLE VIII. WARRANTIES/LIMIATION OF LIABILITY/INDEMNITY
- 8.1 Disclaimer of warranties. This agreement is an agreement for services.
Notwithstanding the foregoing, FlipLogic
specifically disclaims all warranties with regard to the FlipLogic software and services, express or implied,
the warranties of merchantability, non-infringement, uninterrupted service or fitness for a particular purpose.
- 8.2 Limitation of liability. FlipLogic shall not be liable to any other party for
any indirect, special, incidental,
punitive, or consequential damages, including, but not limited to loss or theft of data, confidential customer
information, loss of business or other loss arising out of or resulting from this agreement even if the other
has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or
other fault of the party and regardless of whether such liability sounds in contract, negligence, tort, strict
liability or any other theory of legal liability. Notwithstanding the foregoing, in no event shall FlipLogic’s
cumulative liability under this Agreement exceed the amount actually paid by Customer to FlipLogic in the
preceding three (3) month period.
- 8.3 Customer Warranty. Customer represents and warrants that it shall, at all
times, comply with, and shall remain
solely responsible for compliance with, all applicable Federal, State and Local laws and regulations. Customer
shall indemnify and hold FlipLogic harmless from and against any and all damages, costs, losses, claims, causes
of action and lawsuits and expenses, including reasonable attorneys’ fees, relating to breach of the
representation and warranty. Customer represents and warrants that it shall fully comply with the FlipLogic
Use Policy, which is incorporated herein by reference.
- 8.4 Legal Documents and Forms. Customer understands and acknowledges that each real
estate form and legal document
created by using FlipLogic must be reviewed by customer’s own attorney to verify its accuracy and validity.
is not authorized to practice law and each jurisdiction has different legal and procedural requirements.
- 8.5 Smart Internet Marketing Systems. Customer understands and acknowledges that in
the event that the customer chooses
to implement the Smart Internet Marketing Systems (S.I.M.S.) in conjunction with FlipLogic usage that each real
estate form and each legal document created or inspired by using either FlipLogic or Smart Internet Marketing
must be reviewed by Customer’s own attorney to verify its accuracy, applicability and validity. Customer
acknowledges that FlipLogic is not authorized to practice law and that each jurisdiction in which Customer may
be engaging in business activities may have differing and various legal and procedural requirements for real
investing and/or private lending. Furthermore, the Customer understands and acknowledges that local, state and
Federal regulations apply to private lending activities; therefore the Customer agrees to abide by and not
tamper with or alter the following disclosures provided by FlipLogic as part of the Smart Internet Marketing
- 8.6 Usage of Private Lending Materials. Customer agrees to make sure that all
communications with any potential private
lender will be in compliance with both federal and state regulations governing securities. The Customer
that it is against federal and state Securities and Exchange Commission laws to solicit funding or loans in an
improper manner. Prior to using FlipLogic to download various potential and private investor leads, the
agrees that they are solely and fully responsible for knowing the laws of their state as well as the federal
laws. The customer acknowledges that it will hold FlipLogic as well as all of its officers, directors, members,
employees, consultants and legal counsel harmless of any potential liability or litigation that may result from
the usage of Private Lending materials or in inappropriate private lending transactions.
- 8.7 Earnings & Income Disclaimers. ANY EARNINGS OR INCOME STATEMENTS, OR EARNINGS
OR INCOME EXAMPLES, ARE ONLY ESTIMATES
OF WHAT WE THINK YOU COULD EARN. THERE IS NO ASSURANCE YOU'LL DO AS WELL. IF YOU RELY UPON OUR FIGURES, YOU
ACCEPT THE RISK OF NOT DOING AS WELL. WHERE SPECIFIC INCOME FIGURES ARE USED, AND ATTRIBUTED TO AN INDIVIDUAL
BUSINESS, THOSE PERSONS OR BUSINESSES HAVE EARNED THAT AMOUNT. THERE IS NO ASSURANCE YOU'LL DO AS WELL. IF YOU
RELY UPON OUR FIGURES; YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL. ANY AND ALL CLAIMS OR REPRESENTATIONS, AS
TO INCOME EARNINGS ON THIS WEB SITE, ARE NOT TO BE CONSIDERED AS AVERAGE EARNINGS. TESTIMONIALS ARE NOT
THERE CAN BE NO ASSURANCE THAT ANY PRIOR SUCCESSES, OR PAST RESULTS, AS TO INCOME EARNINGS, CAN BE USED AS AN
OF YOUR FUTURE SUCCESS OR RESULTS. MONETARY AND INCOME RESULTS ARE BASED ON MANY FACTORS. WE HAVE NO WAY OF
HOW WELL YOU WILL DO, AS WE DO NOT KNOW YOU, YOUR BACKGROUND, YOUR WORK ETHIC, OR YOUR BUSINESS SKILLS OR
THEREFORE WE DO NOT GUARANTEE OR IMPLY THAT YOU WILL WIN ANY INCENTIVES OR PRIZES THAT MAY BE OFFERED, GET
THAT YOU WILL DO AS WELL, OR MAKE ANY MONEY AT ALL. THERE IS NO ASSURANCE YOU WILL DO AS WELL. IF YOU RELY UPON
OUR FIGURES, YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL. INTERNET BUSINESSES AND EARNINGS DERIVED THEREFROM,
HAVE UNKNOWN RISKS INVOLVED, AND ARE NOT SUITABLE FOR EVERYONE. MAKING DECISIONS BASED ON ANY INFORMATION
IN OUR PRODUCTS, SERVICES, OR WEB SITE, SHOULD BE DONE ONLY WITH THE KNOWLEDGE THAT YOU COULD EXPERIENCE
LOSSES, OR MAKE NO MONEY AT ALL. ONLY RISK CAPITAL SHOULD BE USED. ALL PRODUCTS AND SERVICES BY OUR COMPANY ARE
FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. USE CAUTION AND SEEK THE ADVICE OF QUALIFIED PROFESSIONALS.
WITH YOUR ACCOUNTANT, LAWYER OR PROFESSIONAL ADVISOR, BEFORE ACTING ON THIS OR ANY INFORMATION. USERS OF OUR
SERVICES AND WEB SITE ARE ADVISED TO DO THEIR OWN DUE DILIGENCE WHEN IT COMES TO MAKING BUSINESS DECISIONS AND
ALL INFORMATION, PRODUCTS, AND SERVICES THAT HAVE BEEN PROVIDED SHOULD BE INDEPENDENTLY VERIFIED BY YOUR OWN
PROFESSIONALS. OUR INFORMATION, PRODUCTS, AND SERVICES ON THIS WEB SITE SHOULD BE CAREFULLY CONSIDERED AND
BEFORE REACHING A BUSINESS DECISION, ON WHETHER TO RELY ON THEM. ALL DISCLOSURES AND DISCLAIMERS MADE HEREIN OR
ON OUR SITE, APPLY EQUALLY TO ANY OFFERS, PRIZES, OR INCENTIVES, THAT MAY BE MADE BY OUR COMPANY. YOU AGREE
OUR COMPANY IS NOT RESPONSIBLE FOR THE SUCCESS OR FAILURE OF YOUR BUSINESS DECISIONS RELATING TO ANY
PRESENTED BY OUR COMPANY, OR OUR COMPANY PRODUCTS OR SERVICES.
ARTICLE IX. GENERAL PROVISIONS
- 9.1 Assignment of Agreement. Customer shall not assign its Rights or duties under
this Agreement without the prior
written consent of FlipLogic. This Agreement shall inure to the benefit of the authorized successors and
of the parties.
- 9.2 Independent Contractor. Customer is an independent contractor, and this
Agreement does not in any way create
the relationship of principal and agent, franchisee, joint venture, or partnership between the parties. Neither
party shall be liable for any debts or obligations of the other.
- 9.3 Entire Agreement; Precedence. This Agreement contains the entire understanding
between the parties and supersede
any prior verbal or written agreement between the parties with respect to the subject matter hereof. No
or modification of the Agreement shall be valid, unless made in writing and signed (electronically or actually)
by both parties hereto. In the event of any inconsistency or conflict between the terms and conditions of this
Agreement and any term or condition of any Exhibit hereto, the terms and conditions of this Agreement shall, in
all instances, govern and control.
- 9.4 Governing Law. This Agreement shall be governed by the laws of the State of
California without giving effect
to conflict of laws principles.
- 9.5 Arbitration. Any and all disputes, controversies and claims arising out of or
relating to this Agreement or concerning
the respective rights or obligations of the parties hereto shall be settled and determined by arbitration
a panel of one (1) arbitrator pursuant to the Commercial Rules of the American Arbitration Association then in
effect. The foregoing notwithstanding, each party shall have no more than three (3) days to present its case to
the arbitrator. Judgment upon the award rendered may be entered in any court having jurisdiction or application
may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree
that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees
expenses to any prevailing party in such arbitration.
- 9.6 Force Majeure. Neither party hereto shall be in default hereunder by reason of
its delay or failure to perform
any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not
to, acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war,
revolution, acts of terrorism, riots, epidemics, fire, earthquake, or flood. The performance of this Agreement
shall then be suspended for as long as any such event shall prevent the affected party from performing its
under this Agreement.
- 9.7 Invalidity; Waivers. If any provision or portion of this Agreement is held
invalid, illegal, void or unenforceable
as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public
then such provision shall be construed as being enforceable to the extent such rule of law, administrative or
provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full
and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies
unless the waiving party expresses such a waiver in writing. The parties to this Agreement hereby waive the
of the doctrine that this document will be construed against the drafter in the event of any dispute or
that more than one reasonable meaning exists.
- 9.8 Survival of Terms. Notwithstanding the expiration or earlier termination of
this Agreement for any reason, the
provisions of Articles 5, 8, 9 and Sections 2.2 and 2.3 of this Agreement shall remain in full force and
- 9.9 Headings. Paragraph headings used herein are for convenience purposes only and
are not intended to be, nor shall
they be, used as an aid in interpretation.
ARTICLE X. ACCEPTABLE USE POLICY
- 10.1 Usage. All features and services provided by FlipLogic Software may be used
for lawful purposes only. Transmission
or storage of any information, data or material in violation of any United States Federal, State or local law
strictly prohibited. Customer agrees to indemnify and hold harmless FlipLogic from any claims resulting from
use of the service which damages Customer or any other parties, including attorney’s fees. FlipLogic will not
liable for any interruptions in service or other monetary loss related to a violation of this Acceptable Use
- 10.2 Services Provided. FlipLogic provides Customer with Web-based marketing
automation, document preparation, real
estate deal evaluator, customer contact and business management software. All services provided must be used by
Customer in compliance with this Acceptable Use Policy.
- 10.3 Customer Obligations. Customer agrees to use FlipLogic’s services and
particularly the marketing component in
a manner that is legal, ethical and in conformity with community standards and to respect the privacy of
More specifically, Customer agrees to abide by FlipLogic’s requirements governing the use of the various
of FlipLogic’s services, as described below.
- 10.3.1 E-Mail. FlipLogic strictly prohibits any involvement in Unsolicited
Commercial E-mail campaigns (UCE, more
commonly called “spam”). FlipLogic maintains a Zero Tolerance policy against spam, be it direct, indirect, or
through any affiliate or agent acting on the Customer’s behalf. FlipLogic expects Customer to have proof that
all individuals in the Customer’s database have opted in or otherwise agreed to receive communications from
All lists used in conjunction with the services provided by FlipLogic are required to be 100% opt-in lists.
means that the individuals on the list have agreed to receive information from YOUR COMPANY.
- 10.3.2 Email Spamming. Spamming, or the sending of unsolicited email, using an
email address, URL that is maintained
on a FlipLogic machine, or directing traffic to a webpage that contains any reference to FlipLogic is
prohibited. FlipLogic will be the sole arbiter as to what constitutes a violation of this provision. This
may result in immediate termination of your account without refund. Subscriber will also be in violation of
FlipLogic End User License Agreement and maybe subject to legal action.
- 10.3.3 CAN-SPAM Act. All customers must follow the rules of the federal CAN-SPAM
act and FlipLogic's Anti-Spam
policy when sending e-mail through the service. Accordingly, we require the following of e-mail messages sent
through the FlipLogic system: 1. All e-mails must contain a one-click unsubscribe link. 2. All e-mails must
non-Internet contact information of the sender, such as your company's address, or your company's phone
3. All e-mails must state the reason the recipient is receiving the message. These 3 guidelines will help
that you maintain FlipLogic’s reputation and white-listing status and whitelisting programs. If at any time
mailing is flagged as SPAM by a recipient, FlipLogic reserves the right to cancel your account without
- 10.3.4 Spoofing. It is unlawful for any person to initiate the transmission to a
protected computer of a commercial
electronic mail message that does not contain a functioning return electronic mail address or other
mechanism, clearly and conspicuously displayed, that (i) a recipient may use to submit, in a manner specified
in the message, a reply electronic mail message or other form of Internet-based communication requesting not
to receive future commercial electronic mail messages from that sender at the electronic mail address where
message was received; and (ii) remains capable of receiving such messages or communications for no less than
30 days after the transmission of the original message
- 10.3.5 Purchasing email lists. The practice of purchasing or renting lists of
names and sending e-mails to those
people is strictly prohibited.
- 10.3.6 Email unsubscribe requests. You are responsible for monitoring,
correcting, processing unsubscribe requests
within 10 days, and updating the email addresses to which messages are sent through any FlipLogic account.
- 10.3.7 Email Abuse. Emails that you send through the Service may generate abuse
complaints from recipients. You
are responsible for ensuring that your (customers) email campaigns do not generate a number of abuse
in excess of industry norms. FlipLogic, in its sole discretion, shall determine whether your level of abuse
is within industry norms, and its determination shall be final, binding and conclusive for all purposes under
- 10.3.8 Number of email messages. The number of permitted email messages per month
is dependent upon your subscription
plan. For information about your permitted email messages under your plan please contact Customer Service at
support@1888CASHOFFER.com. Emails in excess of your subscription plan will result in extra charges to the
per FlipLogic’s usage agreements. FlipLogic reserves the right to limit the amount of emails any user may
and FlipLogic reserves the right to change or cancel any of these features or conditions upon reasonable
to the user.
- 10.3.9 Affiliates. Any and all of Customer’s affiliates are bound by the terms of
this Acceptable Use Policy. Customer
is responsible for ensuring that his or her affiliates are refraining from any unsolicited communications
the FlipLogic services. Customer’s failure to ensure his or her affiliates’ compliance with this Acceptable
Policy will be found in violation of the Policy and will be subject to the penalties stated in this Policy.
information in its possession or under its control.
- 10.3.11 Selling information. Customer agrees that it will not sell, loan or in
any way pledge or hypothecate the
personal information of its customers to any other person or entity by way of joint venture or any other
- 10.3.12 Phone Calls, SMS or Text Messages, Voice Mail, Faxes. Customer will not
use these services in connection
with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited
or unwanted phone calls, SMS or text messages, voice mail, or faxes. Customer will not improperly engage in
for which the United States Federal Communications Commission has restricted or regulated. Customer is
responsible for all messages originated and sent via the application. Actions taken using Customer’s
shall be deemed to be actions taken by the Customer, with all consequences including service termination,
and criminal penalties.
- 10.3.13 Images and Videos. The Customer will only utilize licensed images/videos
on the Customer’s Websites, Squeeze
Pages and any other marketing collateral where the Customer has the ability to insert or substitute their own
images/videos. The Customer is fully responsible for any potential Copyright infringement notices, fees, or
associated with utilizing unlicensed or under-licensed images/videos that the Customer supplies.
- 10.4 Violations and Penalties. Customers who fail to comply with the terms of this
Acceptable Use Policy will be
subject to the following penalties, including, but not limited to, termination of service.
- 10.4.1 Complaints. A $50 administration fee will be immediately charged to
Customer’s account for each complaint
of spam or unauthorized communication that FlipLogic receives involving Customer’s account. This
administration fee goes toward disputing the complaint with the complainant, the reporting service or “black
list” service, and resolving the complaint.
- 10.4.2 Notice of Complaints. Upon receiving a complaint, FlipLogic will notify
Customer of said complaint and investigate
the validity of the complaint. If Customer does not take immediate remedial action to rectify the situation,
FlipLogic may temporarily suspend Customer’s service until Customer has resolved the situation to FlipLogic’s
- 10.4.3 Disputing Complaints. After FlipLogic notifies Customer of a complaint
involving his or her account, Customer
will have the burden of proof to demonstrate to FlipLogic that the complaining individual did, in fact, agree
to receive communications from Customer. If Customer cannot demonstrate to FlipLogic that the complaining
agreed to receive communications from Customer, the complaint will be deemed a “Confirmed Violation” of this
Acceptable Use Policy.
- 10.4.4 Confirmed Violations. A $250 administration fee will apply, and
termination of service may apply, in the
event FlipLogic conclusively determines that Customer sent an unsolicited communication to a recipient who
not agree to receive communications from Customer. 10.4.5 Blatant, Widespread and/or Repeated Violations. In
accordance with its Zero Tolerance Spam Policy, FlipLogic will immediately terminate the account of any
found to be involved in a spam campaign or other widespread or repeated violation of this Acceptable Use
Furthermore, such Customer will incur a $500 penalty and all information contained in Customer’s account will
be forfeit, with no consideration of retrieval. Customer will be held accountable for any monetary damages
by FlipLogic, sustained through contravention of this Policy. Such monetary damages may include, but are not
limited to, loss of FlipLogic access, any costs incurred securing further FlipLogic access and punitive
related to lost clients and revenues due to said violation. The determination of what constitutes a “blatant,
widespread and/or repeated violation” of this policy will be determined by FlipLogic in a reasonable manner.
ARTICLE XI. RESERVATION OF RIGHTS
- 11.1 Reservation of Rights. FlipLogic reserves the right to terminate the
Customer’s account for any violation of
the Acceptable Use Policy (Section 10).
- 11.2 Questionable Practices. FlipLogic may terminate Customer’s account if Customer
engages in any practice that
is, in FlipLogic’s sole discretion, unlawful, obscene, threatening, abusive, libelous or hateful, or that
conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any
state, national or international law.
- 11.3 Change of Terms and Conditions. FlipLogic reserves the right to change the
terms and conditions of this Policy,
as needed. Use of FlipLogic’s services by Customer after said changes constitutes Customer’s acceptance of the