Terms of service

Thank you for using Flexa! We’re glad you’re here. Please take the time to read this document carefully before using or accessing any Flexa products or services, because it contains important information about your rights and responsibilities.

These Terms of Service (the “Terms”) are entered into between you, on behalf of yourself (collectively, “you”), and Flexa Inc. (“we,” “our,” “us,” or “Flexa”), and govern your access to and use of our products and services (the “Services”). These Terms apply to each electronic form or contract executed by you, unless expressly stipulated otherwise in separate documentation between you and Flexa. These Terms are an enforceable contract. You should not use the Services if you do not accept the Terms.

By accessing, viewing, or using the content, material, products, or services available on or through the Services, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of any company you represent, by these Terms as well as Flexa’s Privacy Policy, which is incorporated into these Terms by reference as if fully set forth herein. You further certify that you have reached the age of majority in the jurisdiction where you reside, or older, or that you have the permission of a legal guardian (e.g., a parent) to use the Services. You understand and agree that your use of the Services signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, you are not granted permission to use the Services and must discontinue your use immediately. Even if you fail to indicate your agreement to these Terms, you understand and agree that you are still bound by these Terms by virtue of your using the Services or any portion thereof.

If you have any questions concerning these Terms or wish to exercise your rights as described below, please contact Flexa via regular US Mail at 920 Broadway, 3rd floor, New York, NY 10010, or via email to [email protected].

1. Creating your account

In order to access certain services or features made available through the Services, you may be asked to create an account (more specifically, a “Flexa ID” or “Flexa ID account”). As part of the registration process, you may be asked to confirm that you agree to these Terms. You may also be required to provide Flexa with certain information about yourself, including some types of personally identifiable information, such as your legal name, date of birth, physical address, and email address. You must be 13 years of age or older to register for an account and make use of the Services. You represent that the personal information you provide to Flexa via the Services is true, valid, complete, and up-to-date in all respects. Should any of the information you provide via the Services change, please update such information directly with Flexa. Any personal information that you provide to Flexa via the Services is subject to Flexa’s Privacy Policy.

Account rights and responsibilities

You are responsible for ensuring the security of any accounts associated with the email addresses you provide to Flexa, as Flexa may use emailed authentication links to provide you with access to the Services. You are solely responsible for any and all activities which occur under your account. Flexa does not support multiple people sharing a single account, as each account is tied to a single verifiable identity. Flexa will not be held responsible or liable for any misuse of your account, including without limitation, in the event that a third party gains access to your email accounts. In the event that your email accounts are used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with these instructions, or for any delay in shutting down your account after you have notified us.

By your use of the Services, you represent that such use is legal in your local jurisdiction, and you agree that you will not use the Services if such use is prohibited or otherwise violates the laws of the country, state, province, territory, or other jurisdiction in which you reside or of which you are a citizen.

Flexa has the right to disable any email address or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Risks associated with digital currencies

As described in these Terms, “digital currencies” are an umbrella term for intangible assets used as a medium of exchange that are created and stored in digital format on a blockchain, distributed ledger, or using any similar technology. For the purposes of these Terms, digital currencies are either equivalent to or inclusive of digital assets, virtual currencies, cryptocurrencies, digital units, and other types of digital tokens that can be used in connection with the Services. You consent that you are aware of the following:

• Fraudulent transactions conducted via the Services may result in the loss of your money with no recourse.
• The nature of digital currencies may lead to an increased risk of fraud or cyber attack, and your digital currency value may be irretrievably stolen. The transfer of digital currencies is irrevocable.
• The price and liquidity of digital currencies have been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
• Flexa is not a Federal Deposit Insurance Corporation (“FDIC”)–insured financial institution and does not hold any customer funds. Digital currencies are not FDIC-insured products and may lose value. All customer digital currencies are held at exchanges regulated by the New York State Department of Financial Services.
• Digital currencies are not legal tender in the United States and are not backed by a government. Digital currency accounts and values are not subject to Securities Investor Protection Corporation protections.
• Legislative and regulatory changes or actions at the state, provincial, federal, or international level may adversely affect the use, transfer, and value of digital currencies.

For any unauthorized, mistaken, or accidental transfer of digital currencies into the SPEDN app, you may contact our Support team at [email protected]. Please note that additional information may be required from you in order to verify that you are the owner of those assets or the account in question.

Identity verification

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. We reserve the right to close, suspend, or limit access to your Flexa account or the Services in the event that, after reasonable inquiries, we are unable to obtain information about you required to verify your identity.

2. Using your account

Making payments

Any payments you make via the Services that we authorize, whether in person, online, in app, or otherwise, are made in exchange for goods or services provided by a merchant who is authorized to accept payments via the Services (an “Authorized Merchant”). When you make a payment to an Authorized Merchant, your purchase may not be made immediately available by the merchant. In these instances, your authorization of the payment will remain valid until the merchant fulfills the transaction.

Obtaining refunds

All refunds and returns are handled solely at an Authorized Merchant’s discretion. Due to digital currency volatility, refunds made using the Services will be provided using cash, store credit, a credit toward a future Flexa payment, or a credit in the form of your original payment currency using prevailing market exchange rates at the time you accept your refund.

Accidental overcharges may generate multiple transaction receipts at the point of sale. In the event this unlikely scenario occurs, you can request a credit to your digital currency wallet by presenting Flexa with proof of overcharge, such as a return receipt and store credit details.

Payment disputes

Flexa does not offer purchase protection, and due to the irreversible nature of digital currency transactions, does not provide customer assistance in the event of a merchant dispute. Please carefully review these Terms, including, but not limited to, Section 9 (“Limitation of Liability”), before using the Services.

Fees and limits

Flexa charges no fees whatsoever for the use of the Services. Exchange rates are blended market rates. Payments you can make via the Services are currently limited to a total of $750 per week. Flexa reserves the right to temporarily delay, hold, or return deposits in order to prevent money laundering, fraud, or terrorist financing, and Flexa may also prevent you from making payments for these reasons.

Account security

Flexa uses established authentication, authorization, and encryption protocols for all requests made via the Services, as well as any inter-services requests. Flexa can revoke access to all protected resources on command. To report suspicious or insecure activity related to the Services, please email our Support team at [email protected].

Error resolution

All customer problems, grievances, disputes or complaints should be directed to [email protected].

3. Closing your account

You may close your account and terminate your relationship with us without cost, but you will remain liable for all obligations related to your Flexa account even after the Flexa account is closed. Any incomplete transactions or transfers must be completed or canceled. In certain cases, you may not close your Flexa account, including:

• To evade an investigation;
• If you have a pending transaction or an open dispute or claim;
• If you owe amounts to us or a merchant; or
• If your Flexa account is subject to a hold, limitation, or reserve.

4. Monitoring and enforcement

Flexa regularly monitors for suspicious activity conducted via the Services. Through third-party providers, Flexa also monitors for any suspicious originations of funds. Flexa has the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Without limiting the foregoing, Flexa has the right to fully cooperate with any law enforcement authorities or court orders requesting or directing us to disclose the identity or other information of anyone providing information via the Services. You waive and will hold harmless Flexa and its affiliates, licensees, and service providers from any claims resulting from any action taken by Flexa or any of the foregoing parties during, or as a result of, its investigations, and from any actions taken as a consequence of investigations by such parties or law enforcement authorities.

5. Termination

Flexa has the right to terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation or suspected violation of these Terms.

6. Intellectual property

As between you and Flexa, Flexa owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation, techniques, or other intellectual property rights that may exist in (i) the Services; any graphics, texts, icons, buttons, data or information we include in the Services; and any products, training materials, deliverables, and the Flexa platform or databases that may be utilized to provide the services (“Flexa-Provided Content”); as well as (ii) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by Flexa by reference to the Services and Flexa’s databases and network. All Flexa-Provided Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice provided to you via the Services or as part of any Flexa-Provided Content. All names, trademarks, symbols, slogans, or logos delivered via the Services are proprietary to Flexa or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to Flexa-Provided Content, other than the right to use Flexa-Provided Content in accordance with these Terms.

Certain features of the Services may allow you to contribute text, images, data, and other information and materials to the Services for access, use, viewing, and commentary by other users of the Services or Flexa (collectively, “Your Content”). By posting Your Content via the Services or otherwise submitting Your Content to Flexa, you represent that you have the full legal right to provide Your Content and that use of Your Content by Flexa and all other persons and entities via the Services, or in accordance with this section, will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual, or promote any act of cruelty to animals, including instructions on how to assemble bombs, grenades, and other weapons or how to use or obtain illegal drugs; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (e) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) be obscene, child pornographic, or indecent; (g) violate any community or Internet standard; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party, all as determined by Flexa in our sole and absolute discretion. Upon submission of Your Content or other material or information to Flexa, you grant Flexa a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense Your Content, all without any compensation to you whatsoever. Further, you waive all moral rights in and to all Your Content that you post or otherwise submit to Flexa in favor of Flexa and any other persons we authorize to use such instances of Your Content. For avoidance of doubt, Flexa shall be under no obligation to: (1) maintain Your Content in confidence; (2) compensate you in any way for Your Content; or (3) respond to any of Your Content.

Certain of the Services, including reliability services performed by Flexa, may require the collection of data from your equipment relevant to its reliability and predictive maintenance services (“Services Reliability Information”) which may be entered into and stored on Flexa’s databases. You acknowledge and agree that Flexa shall be entitled to retain any such Services Reliability Information and use that Services Reliability Information as described in Flexa’s Privacy Policy, including to provide you the Services and to contact you (either directly or in participation with a channel partner or other distributor) regarding new products or services that Flexa believes that you may be interested in obtaining.

You acknowledge that Flexa provides professional services for other parties and agree that nothing herein will be deemed or construed to prevent Flexa from carrying on such services, regardless of whether such parties are competitive with you. Flexa will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the course of providing the Services in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights, trademark and trade secrets.

No right, title or interest in or to the Services or any Flexa-Provided Content is transferred to you, and all rights not expressly granted herein are reserved by Flexa. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark and other laws.

7. Restrictions on use

You agree to use the Services only for purposes that are permitted by these Terms in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. You may only use the Services as authorized in these Terms and for no other purposes.

You agree not to use the Services:

• In any way that violates any applicable federal, state, provincial/territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software);
• To impersonate or attempt to impersonate Flexa, a Flexa employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen or account names associated with any of the foregoing); and
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Flexa or users of the Services or expose them to liability, or that may violate these Terms.

Without limiting the foregoing, you additionally agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or any Flexa systems, or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services;
• Use any bot, crawler, spider, scraper or other automatic device, process or means to access the Services or any information transferred through the Services, for any purpose, including monitoring, copying or transferring content;
• Use any manual process to monitor, copy or transfer any of the content on the Services or any information transferred through the Services or for any other unauthorized purpose without our prior written consent;
• Reproduce, duplicate, copy, sell, trade, or resell any aspect of the the Services for any purpose, including commercial purposes;
• Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by Flexa in a way that is likely or intended to cause confusion about the owner or authorized user of materials;
• Use any device, software or routine that interferes with the proper working of the Services;
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, including without limitation any information transferred through the Services, the servers on which the Services are stored, or any server, computer or database connected to the Services;
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Services.

The Services are controlled or operated from within the United States. Without limiting anything else, Flexa makes no representation that the Services, Flexa-Provided Content, Your Content, services, products, information, or other materials available on, in, or through the Services is appropriate or available for use outside the United States, and access to them from territories where they are illegal is prohibited. Those who choose to access the Services from outside the United States do so on their own will and are responsible for compliance with applicable laws.

8. Disclaimers and warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FLEXA DOES NOT MAKE ANY PROMISE, REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUFFICIENCY OF THE SERVICES TO BE PROVIDED HEREUNDER BY FLEXA, INCLUDING ANY WARRANTY AGAINST YOUR EQUIPMENT BECOMING DEFECTIVE OR INOPERABLE EVEN FOR REASONS THAT MAY BE RELATED TO BEARING PERFORMANCE, OR THAT THE SERVICES OR THE EQUIPMENT OR ANY OR ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES THEREIN WILL BE CORRECTED BY FLEXA.

The information presented on or through the Services, including any information provided to you which is requested through the Services (such as reports ordered via or based on information gathered via the Services), is made available for general information purposes. While Flexa will endeavor to provide you with information that it believes to be accurate based on the information and data provided by you, Flexa cannot and does not warrant the accuracy, completeness, or usefulness of this information. The Services are not intended to be a substitute for professional monitoring, diagnostic, repair and/or replacement services. Always seek the advice of a trained professional, who is familiar with the specific details and context of your use of any equipment, with any questions you may have regarding your equipment. You agree that you will not under any circumstances disregard any professional advice or delay in seeking such advice in reliance on any information provided to you on or through the Services, including any information provided to you which is requested or received through the Services.

Any reliance you place on the information presented to you on or through the Services, including any information provided to you that is requested or received through the Services, is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services are not fault tolerant and is not designed, manufactured, or intended for use in hazardous environments requiring fail-safe performance in which the failure of the Services could lead directly to death, personal injury, or severe physical, equipment, or environmental damage; and Flexa specifically disclaims any express or implied warranty of fitness for these purposes.

You acknowledge and agree that any and all representations, promises, warranties or statements by Flexa’s salesperson, representative or agent that differ in any way from the terms hereof shall be given no force or effect. If Flexa furnishes you with any advice or assistance concerning any products, systems or work which is not required pursuant to these Terms, the furnishing of such advice or assistance shall not subject Flexa to any liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or otherwise.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER FLEXA NOR ANY PERSON ASSOCIATED WITH FLEXA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, FLEXA-PROVIDED CONTENT, OR THE INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER FLEXA NOR ANYONE ASSOCIATED WITH FLEXA REPRESENTS OR WARRANTS THAT THE SERVICES OR THEIR CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

COMMENTS OR OPINIONS EXPRESSED VIA THE SERVICES OR IN FLEXA-PROVIDED CONTENT ARE THOSE OF THEIR RESPECTIVE USERS ONLY. THE VIEWS EXPRESSED IN THE SERVICES, IN FLEXA-PROVIDED CONTENT, OR IN YOUR CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF FLEXA. FLEXA IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY IN RELATION TO, YOUR CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE SERVICES.

ANY PRODUCTS AND/OR SERVICES DESCRIBED VIA THE SERVICES ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. ANY INFORMATION PROVIDED THROUGH THE SERVICES IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

9. Limitation of liability

IN NO EVENT WILL FLEXA BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN EITHER IN A COURT OF LAW OR THROUGH ARBITRATION. IN NO EVENT SHALL FLEXA’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF FLEXA AND ITS LICENSORS SHALL NOT EXCEED TEN US DOLLARS.

Without limiting the foregoing, you understand and acknowledge that Flexa shall not be liable to you for:

a. Any indirect, incidental, consequential, punitive, or exemplary losses which may be incurred by you arising out of your use of, or inability to use the Services, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or b. Any loss or damage which may be incurred by you as a result of: (1) any reliance placed by you on the completeness, accuracy, or existence of any information or materials made available through the Services, including any advertising; (2) any relationship or transaction between you and any advertiser or sponsor whose advertising appears via the Services; (3) any changes that Flexa may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (4) the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services; (5) the use of any products or services obtained on or through the Services; or (6) any other matter relating to the Services, Flexa-Provided Content, or Your Content.

The limitations on Flexa’s liability to you in this Section 9 shall apply whether or not Flexa has been advised of or should have been aware of the possibility of any such losses arising.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

10. Indemnity

You agree to defend, indemnify, and hold harmless Flexa, its parents, subsidiaries, officers, directors, shareholders, members, employees, agents, affiliates, licensors and suppliers, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Services; (ii) your violation of any of these Terms, including the Privacy Policy; (iii) your violation of any third party rights, including intellectual property or privacy rights; and (iv) the use of the Services by any person using your account or account access. This defense and indemnification obligation will survive the termination or cessation of these Terms and your use of the Services. Flexa reserves the right, at Flexa’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Section 10 without the prior written consent of Flexa.

11. Arbitration

You and Flexa agree that any disputes arising from or relating to these Terms or your use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, which cannot be resolved informally, shall be submitted to final and binding arbitration before one (1) arbitrator; provided, however, in the event that the dispute involves an allegation of liability in excess of 250,000 USD, three (3) arbitrators shall be used. Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow and enforce these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in New York, New York unless Flexa elects otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York. The arbitrator shall not be bound by rulings in prior arbitrations involving different Flexa users, but is bound by rulings in prior arbitrations involving the same Flexa user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES. FURTHER, UNLESS BOTH YOU AND FLEXA OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

In the event this Section 11 is held unenforceable, then the entirety of this Section 11 will be deemed void. Except as provided in the preceding sentence, this Section 11 will survive termination of the Terms and your use of the Services.

Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

12. Governing law and jurisdiction

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its choice or conflict of law provisions or rules.

Subject to the arbitration requirements set forth herein, to the extent that any legal suit, action or proceeding arises out of or relates to these Terms, the Privacy Policy, or the Services, such suit shall be instituted exclusively in the US District Court for the Southern District of New York or any State court in New York County, New York. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Third-party providers

The Services may be provided through applications linked to a particular device and operating system (such as iOS or Android). Your use of the Services may be subject to separate third-party agreements you may enter into with your mobile device operating system provider, your mobile device manufacturer, your mobile service carrier, or other parties involved in providing your mobile device service. You acknowledge and agree that this agreement is between you and Flexa, not with any third party. You acknowledge and agree that we are solely responsible for the Services and for providing maintenance and support services for the Services.

Third parties have no warranty obligations whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Flexa services to conform to any warranty provided by us, if any, will be our sole responsibility. We, not any third parties, are responsible for addressing any claims relating to the Flexa services, including, but not limited to: (i) product liability claims; (ii) any claim that the Flexa services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.

14. Modifications to these Terms

From time to time, we may revise these Terms. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. When these changes are made, Flexa will make a new copy of the Terms available via the Services. Your continued use of the Services shall be deemed acceptance of the then prevailing copy of these Terms. You agree that Flexa is under no obligation to provide you with notices regarding changes to these Terms. You agree that any and all modifications or changes to these Terms are in force and enforceable immediately upon posting. You understand that it is your responsibility to check the Terms regularly for changes. Any updated or edited version of these Terms supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect.

15. General provisions

Electronic communications

By accepting these Terms or using the Services, you consent to electronic communications as described in Flexa’s E-Sign Disclosure, which is incorporated into these Terms by reference as if fully set forth herein.

Notices & communications

If you provide us with your mobile phone number, you agree that we, including our affiliates, may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your Flexa account; (ii) investigate or prevent fraud; or (iii) collect a debt. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent.

We may communicate with you about your account and the Services electronically. If a communication is delivered electronically, you will be considered to have received it 24 hours after the time we post it to our website or email it to you. If a communication is delivered by mail, you will be considered to have received it 3 business days after we send it.

Unless you are communicating with us about a matter where we’ve specified another notice address, written notices must be sent by postal mail to: Flexa, 920 Broadway, 3rd floor, New York, NY 10010.

You understand and agree that, to the extent permitted by law, we may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with us may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Licenses and related disclosures

Flexa is registered as a money services business in the United States and other countries and is permitted to operate in certain jurisdictions according to specific licenses or other applicable approvals. Depending on where you reside, specific licenses or disclosures may apply. For additional information about the specific rights and responsibilities that pertain to Flexa’s status in your local jurisdiction, please review the following Licenses pages, which are incorporated into these Terms by reference as if fully set forth herein:

• Licenses and disclosures for residents of the United States and Canada
• Licenses and disclosures for residents of El Salvador / Licencias y divulgaciones para residentes de El Salvador

Infringing content

While we are under no legal obligation to actively screen or edit Your Content, we reserve the right, in our sole and absolute discretion, to modify, edit or remove any of Your Content, or to request that you modify or edit Your Content, if a complaint or notice of allegedly infringing materials is received with respect to Your Content, or for any other reason.

To complain about Your Content or any content provided by others, or to provide notice of allegedly infringing materials available via the Services, please contact us using the contact information provided above.

Assignment

These Terms are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign these Terms to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.

Entire agreement

These Terms, including the Privacy Policy, constitute the entire legal agreement between you and Flexa regarding the Services, and govern your use of the Services and any transactions you may conduct with Flexa through the Services. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and Flexa regarding these matters. In the event any other rule, code of conduct, or other matter posted via the Services conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.

Miscellaneous

You agree that any failure or delay by Flexa to exercise or enforce any legal right or remedy contained in or made available by these Terms (or that Flexa has the benefit of under any applicable law) will not be taken to be a formal waiver of Flexa’s rights and that those rights or remedies will still be available to Flexa. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.

You hereby acknowledge that Flexa does not (i) act as your agent or trustee; (ii) enter into a partnership, joint venture, agency or employment relationship with you; (iii) guarantee the identity of any user or seller; (iv) determine if you are liable for any taxes; or (v) unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our services.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole or any part of the Services, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.