These Terms of Service govern your use of all Flipside Crypto, Inc. (“Flipside”) software and/or services (the “Services”). For the purposes hereunder, Services shall also mean any software tools accessed through the Flipside dashboard and any data or other output made available from the use of the Services, which includes, without limitation, Flipside’s the FCAS Rating product and Flipside Analytics services. By executing a Service Order with Flipside that references these Terms of Service or by accessing or using the Services made available via Flipside’s online platform, you agree to these Terms of Service (together with the Service Order, if applicable, the “Agreement”). You represent that you are entering into this Agreement as a User or on behalf of the entity identified on the Service Order (“you” or “Customer”) and, if applicable, that you have authority to bind the Customer to this Agreement. Flipside reserves the right to periodically modify these Terms of Service upon written notice to you, and such modification will automatically become effective thirty (30) days after such modification. Upon any renewal of this Agreement pursuant to Section 9 below, the then-current Terms of Service published on the Flipside website at flipsidecrypto.com/terms will automatically be incorporated into this Agreement as of such date.
1. Access Grant.
a. Provision of Access. Subject to all the terms and conditions of this Agreement, Flipside will provide you with access to the Services described on our platform or in the Service Order, if applicable, during the Term, solely for your individual or, if you are an entity, your internal use. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. Flipside retains all rights not expressly granted to you pursuant to this Agreement. b. Use of the Services. You will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services; (iii) access the Services in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics within the Services; (iv) make the Services available to or give access to anyone other than registered Users; (v) use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; (vi) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services (including any data or other output made available from the Services) to any third party; (vii) remove any proprietary notices from the Services; (viii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or (ix) use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any applicable privacy, intellectual property, consumer and child protection, obscenity or defamation laws. You further agree that you will not use or disseminate any data or other output made available to you from the Services in any prospectus or other public or private offering document. You will cooperate with Flipside in connection with the performance of this Agreement by making available such information as may be reasonably required, and taking such other actions as Flipside may reasonably request to facilitate Flipside’s performance of the Services. User subscriptions are only for you as a designated user and cannot be shared or used by more than one user. In the event a limited number of users are designated in the Service Order, each designated user may only be transferred via a registration of a new user to replace such former user.
c. Modification of Services. Flipside may update the Services from time to time, in its sole and absolute discretion. If Flipside changes the Services in a manner that materially reduces the aggregate functionality of the Service, Flipside will make commercially reasonable efforts to inform you thirty (30) days ahead of the effective date of such changes, and you will have the right to terminate this Agreement upon thirty (30) days’ written notice to Flipside (provided that Flipside receives such notice within thirty (30) days of such reduction in functionality). In the event that you terminate this Agreement pursuant to this Section 1(c), Flipside will provide you with a prorated refund of any pre-paid Fees with respect to the then-remaining Term as of the effective date of such termination.
d. Future Functionality. You agree that your subscription to the Services and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.
2. Flipside Responsibilities.
a. Service Levels. Subject to the terms and conditions of this Agreement, Flipside shall: (i) provide basic support for the Services to you at no additional charge, and (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability caused by circumstances beyond Flipside’s reasonable control, including without limitation, interruptions in services attributable to acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Flipside employees), Internet service provider failures or delays, denial of service attacks.
b. Customer Data Security. For the purposes herein, "Customer Data” shall be limited to confidential electronic data and information submitted or otherwise made available by or for you (or the entity that executed a Service Order) that is not otherwise available or accessible by the general public to the Service. For instance, Customer Data may include (i) data made available by you to Flipside via access to your private developer repository data via the Metadata Permissions offered though GitHub Apps for use in connection with the Services (“Developer Repository Data”) or (ii) off-chain data made available by you to the extent such data is kept confidential by you and not otherwise available to the general public (“Off-Chain Data”). Flipside will use commercially reasonable technical and organizational measures that are reasonably designed to: maintain an industry-standard level of security to prevent unauthorized access to and/or disclosure of any Customer Data. Those safeguards will include, but will not be limited to, measures reasonably designed to prevent access, use, modification or disclosure of Customer Data by Flipside personnel except (a) to provide the Services and prevent or address service or technical problems with the Services, (b) as required by applicable law in accordance with terms herein, or (c) as you may expressly permit in writing (including hereunder or via any Service Orders).
3. Your Responsibilities.
a. General. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
b. Your Content; Compliance with Laws. You represent, warrant and covenant that you will not produce content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or property rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or, (iv) contains a virus or other harmful computer file, or program. You further acknowledge that you are responsible for all employee activity in connection with the Services and that fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement.
4. Fees and Payment.
a. Fees. You will pay Flipside the applicable fees described on the Platform or, if applicable, in a Service Order (collectively, “Fees”) in accordance with the terms thereof. Except as expressly otherwise agreed in writing, all Fees are non-cancellable and non-refundable.
b. Taxes. Any amounts payable hereunder are exclusive of, and you shall be responsible for, all taxes, including general sales tax, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of Flipside, unless you provide to Flipside a valid tax-exempt certificate. In the case of any withholding requirements, you will pay any required withholding yourself.
5. Intellectual Property.
a. Flipside IP. Except as expressly set forth in this Agreement, Flipside will own and retain all right, title and interest in and to (i) the Services, including all software, improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed as part of any collateral Services (except as set specifically forth in a Service Order mutually executed by both parties hereto that references this Agreement) or support, and (iii) all intellectual property rights related to all of the foregoing. This Agreement does not grant you (A) any rights to the Intellectual Property Rights in the Services or (B) any rights to use the Flipside trademarks, logos, domain names, or other brand features (except as set forth in the Service Order). "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
b. Customer Data. YOU RETAIN ALL RIGHTS, TITLE AND INTEREST IN YOUR CUSTOMER DATA, AND THIS AGREEMENT DOES NOT GRANT FLIPSIDE ANY RIGHTS TO CUSTOMER DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CUSTOMER DATA EXCEPT FOR THE RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT. You give Flipside a limited license to use, copy, store, archive, access, process, create derivative works of, reproduce, perform, display, modify, distribute and transmit Customer Data for the purpose of delivering the Services, which includes informing the FCAS Rating product and Flipside Analytics services. With regards to Developer Repository Data, metadata permissions offered though GitHub Apps are set by GitHub and are limited to a collection of read only endpoints for accessing metadata for various resources that do not leak sensitive private repository information. Flipside understands that such permissions do not include access to the actual codebase.