Flipcash

Terms of Service
Last Update: April 8, 2026

By using the Flipcash Solution (as defined below), you are entering into an agreement with Flipcash Inc. (“Flipcash”, “us”, “we”, “our”), under which you will be bound by the following terms of service (the “Terms”), as updated from time to time in accordance with Section 2. The term “you”, “your” or “User” refers to the person or entity browsing, accessing or otherwise using the Flipcash Solution (“use” or “using” in these Terms will mean any of the foregoing). These Terms will govern your access to and use of: (a) our website located at www.flipcash.com, including all associated subdomains (collectively, the “Flipcash Website”); (b) any mobile device software provided by us to you, including our mobile application that provides wallet functionality (the “Flipcash App”); (c) any software provided, written, operated, or leveraged, or utilized by us that the Flipcash App interacts with (the “Flipcash Services”); (d) any text, pictures, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through the foregoing (a) through (c); and (e) all other Content, products or services provided by us to you, as more particularly described on the Flipcash Website and the Flipcash App ((a) through (e), collectively, the “Flipcash Solution”).

If you are using the Flipcash Solution on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. If yοu do nοt agree tο be bound by these Terms you must nοt use or access any part of the Flipcash Solution and should delete your account(s) with us.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING "23. DISPUTES & ARBITRATION FOR RESIDENTS OF THE UNITED STATES". IF YOU ARE LOCATED IN THE UNITED STATES, YOU AGREE THAT DISPUTES BETWEEN YOU AND FLIPCASH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Access to the Flipcash Solution.

These Terms apply to your access to and use of the Flipcash Solution. Subject to your compliance with these Terms, you may use the Flipcash Solution in accordance with any documentation or guidelines we make available to you.

2. Changes to these Terms and the Flipcash Solution.

(a) Except where prohibited by applicable law, we reserve the right to change these Terms at any time by posting a new version of the Terms to the Flipcash Website. We may also update the “Last Updated” date at the top of these Terms. Any and all such modifications are effective upon posting and apply to all access to and continued use of the Flipcash Solution. It is your obligation to monitor the Flipcash Website for any such changes. Your continued access to or use of the Flipcash Solution after any changes to these Terms indicates your acceptance of such changes.

(b) We reserve the right to change the Flipcash Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Flipcash Solution, including, but not limited to,: (i) for scheduled maintenance; or (ii) if you violate any provision of these Terms.

3. Flipcash Account.

(a) In order to use the Flipcash App, you are required to create an account (“Flipcash Account”) using the available interfaces of the Flipcash App. You are responsible for all activities that occur in your Flipcash Account, or are otherwise referable to your Flipcash Account, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or while utilizing the Flipcash Solution.

(b) You acknowledge and understand that when you create a Flipcash Account the Flipcash App will securely generate a private key for you and display it on your screen (your "Access Key"). Your Access Key will be used to securely store any Digital Assets you deposit, receive, swap, or buy using either (a) the Flipcash App, or (b) on your own using the non-Flipcash access method which can be found at https://code-payments.github.io/vm-timelock-explorer (the “Unlock Tool Website”). You are solely responsible for the retention and security of your Access Key, including the photo library it might be stored in or the iCloud Key Chain or password manager it might be backed up to. Your Access Key is the only way to restore access to the Digital Assets if you lose access to your Flipcash Account in the Flipcash App. Anyone who knows your Access Key can access, transfer or spend your Digital Assets. If you lose your Access Key, you may not be able to access, transfer or spend your Digital Assets. You acknowledge and agree that Flipcash does not store and is not responsible in any way for the security of your Access Key and you agree to hold Flipcash, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Access Key and cannot access, transfer or spend your Digital Assets. You bear sole responsibility for any loss of your Digital Assets due to failure to retain and/or secure your Access Key.

(c) You understand and agree that the Flipcash App will use your Access Key to programmatically derive and create additional smart contract-based time locked accounts on your behalf (“Timelock Accounts”). The Timelock Account architecture is a security mechanism designed to protect your Digital Assets; it is not a custodial arrangement, and Flipcash does not acquire custody, control, or any proprietary interest in your Digital Assets at any time. You understand and agree that Digital Assets received from other users of the Flipcash Solution will be deposited into your Timelock Accounts. Digital Assets in your Timelock Accounts can never be moved without a signature derived from your Access Key. In order to move funds from your Timelock Accounts you will also need to either (i) get a co-signature from the Flipcash backend servers by conducting a Transfer from within the Flipcash App or (ii) submit an unlock instruction directly to the Timelock smart contract and wait for the time lock period to elapse, which is currently 21 days. After this time lock period has elapsed only a signature derived from your Access Key will be required to move your funds. If you do submit an unlock instruction you will no longer be able to use your Access Key in the Flipcash App. An open source tool that allows you to more easily submit an unlock instruction is available at the Unlock Tool Website.

(d) We reserve the right to disable your access to the Flipcash App at any time and in our sole discretion. You will, however, continue to have access to your Digital Assets, provided you have your Access Key. Visit the Unlock Tool Website for more details on accessing your funds directly on the blockchain without needing to use the Flipcash App.

(e) You must not use anyone else’s Flipcash Account at any time without the permission of the Account holder, or attempt, in any manner, to obtain the Access Key or other security information from any other user.

(f) The Flipcash Solution does not custody your funds, and can only execute Transfers (defined below) initiated by you through your Account. Flipcash does not have access to your Digital Assets (defined below) and assumes no responsibility for such Digital Assets or for any Transfers. Flipcash does not have the technical capability to unilaterally move, freeze, seize, or otherwise interact with the Digital Assets in your Account. You retain full and independent control of any Digital Assets in your Flipcash Account and are solely responsible for any Transfers using your Flipcash Account.

(g) You acknowledge and agree that you are solely responsible for all activities conducted through your Flipcash Account, including without limitation the creation of any User-Created Currency using the Currency Creator feature, any interactions with Reserve Contracts (defined below), and any Transfers of USDF or other Digital Assets. You represent and warrant that you will comply with all applicable laws and regulations in connection with such activities.

4. No Professional Advice or Fiduciary Duties.

(a) All information provided in connection with your access and use of the Flipcash App is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Flipcash App or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Flipcash App or Flipcash Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. The Flipcash App Functionality.

(a) Subject to these Terms we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Flipcash App in accordance with these Terms.

(b) The Flipcash App may update itself automatically on your device and you acknowledge and agree that you consent to and authorize such updates, including to the extent required by any applicable laws.

(i) The Flipcash App is designed to enable you to interface with the blockchain where your Digital Assets are stored.

(ii) Using the Flipcash App, you may give, receive, deposit, withdraw, buy, or sell Digital Assets, including through interactions with Reserve Contracts (“Transfers”). If you are located in the United States, such Transfers may be facilitated via a third party’s onramping service (“each, an Onramp Service”).

(iii) As with wallets for digital currencies generally, your Digital Assets are susceptible to anyone who has access to your Access Key. You must not share your Access Key with anyone.

(iv) It is your responsibility to keep your Flipcash App and your Access Key secure. You should never provide your Access Key to anyone, including any Flipcash representative. We do not have access to your Access Key and cannot support you to recover or reset your Access Key.

(v) You should treat your Flipcash App like a physical wallet and never store more Digital Assets than you can afford to lose, as we have no responsibility and will not be liable for any loss or damage you suffer from the loss or misappropriation of your Access Key or the loss of any Digital Assets, as further set out in Sections 18 (Disclaimers), 19 (Digital Assets Risk Disclosure Statement) and 20 (Limitation of Liability) below.

6. Transfers Using Your Flipcash App.

(a) You are responsible for all conduct and Transfers that take place on the Flipcash App or using your Access Key and that you will take precautions to keep your Access Key secure.

(b) You will comply with all applicable laws when accessing or using the Flipcash App and you will respect those who you encounter in your use of the Flipcash App.

(c) You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the Flipcash App or use the Flipcash Solution if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

(d) The Flipcash App is available only in connection with the Digital Assets that we support which may be subject to change. As used herein, “Digital Assets” includes any cryptographic token, virtual currency, or digital representation of value that is held as a record on a blockchain or distributed ledger technology system, including but not limited to fiat-backed stablecoins, commodity-backed assets, algorithmically controlled tokens, and user-created currencies generated through the Currency Creator feature of the Flipcash App (each, a "User-Created Currency"). "USDF" means the custom stablecoin issued by Coinbase, Inc. ("Coinbase") that serves as the primary reserve asset within the Flipcash ecosystem, including within Reserve Contracts (as defined below). USDF is issued and managed solely by Coinbase; Flipcash does not mint, burn, redeem, or otherwise control USDF. For the avoidance of doubt, stablecoins supported by Flipcash and the Flipcash Solution, including USDF, are issued and managed by third parties and are not legal tender or guaranteed by any government.

(e) You understand and acknowledge that the fiat value of the Digital Assets displayed throughout the Flipcash App is only an estimate. These estimates depend on the state of the blockchain and on the relevant exchange rates of fiat currency and the valuation of Digital Assets, which are constantly changing. You understand and acknowledge that the amount of Digital Assets displayed in your Flipcash App does not necessarily reflect the exact state of the blockchain at any point in time and may be inaccurate. We do not warrant, nor do we make any representations as to the accuracy of the Digital Assets amounts or fiat values displayed throughout the Flipcash App. For the avoidance of any doubt, “fiat currency” means any currency issued by a central bank of sovereign countries, such as the US Dollar, Euro, etc.

(f) You can access and view the balance of your Digital Assets in the Flipcash App. You may have the opportunity to create a password or other safeguard to confirm Transfers. If you choose to do this, you are responsible for creating a secure password and storing it in a secure location.

(g) You understand and agree that your ability to use the Flipcash App to make Transfers may be subject to per Transfer and per day limits, determined by local guidance in your jurisdiction.

(h) Prior tο making a Transfer using the Flipcash App, you are solely responsible for verifying the intended recipient of the Transfer. You acknowledge and agree that we do nοt guarantee the identity of any recipient, user, requestee or οther party, and that we are not responsible for any Transfers that are intercepted by an unintended recipient.

(i) You acknowledge that all Transfers are irreversible and that we cannot guarantee Transfer confirmation as we do not have control over the blockchain or Digital Assets network.

(j) While the Flipcash Solution and the underlying software have undergone beta testing and continues to be improved by feedback from the user and developer community, you acknowledge and agree that we cannot guarantee that there will be no bugs in the Flipcash Solution.

(k) You acknowledge and understand that you will nοt receive interest or οther earnings on your Flipcash Account, in your wallet or frοm the use of the Flipcash App or the Flipcash Solution.

(l) We have limited responsibility or liability to yοu fοr Transfers conducted by you or programmatic transactions conducted by the Flipcash App, in accordance with yοur instructiοns, as further set out in Sections 18 (Disclaimers), 19 (Digital Assets Risk Disclosure Statement) and 20 (Limitation of Liability) below.

7. Currency Creator.

The Flipcash App includes a Currency Creator feature that enables you to create new User-Created Currencies on the blockchain. Each User-Created Currency has a fixed supply of 21,000,000 tokens, all of which are minted at the time of creation. You acknowledge and agree that:

(a) Flipcash is not the issuer of any User-Created Currency. You, as the creator, are the creator and issuer and are solely responsible for all aspects of the User-Created Currency, including without limitation any marketing, promotion, distribution, and compliance with all applicable laws and regulations (including securities laws, money transmission laws, and tax obligations).

(b) Flipcash makes no representation, warranty, or guarantee regarding the value, demand, marketability, or legal status of any User-Created Currency. User-Created Currencies may have no value and there may be no market or demand for them. You may lose the entirety of any value associated with a User-Created Currency.

(c) The creation and deployment of a User-Created Currency on the blockchain is irreversible. Once deployed, the parameters of a User-Created Currency, including its supply and associated smart contract logic, cannot be modified, reversed, or deleted by Flipcash or any other party.

(d) Flipcash may in its sole and absolute discretion choose not to display within the Flipcash App any User-Created Currency that may violate these Terms in any way, including but not limited to User-Created Currencies that infringe on the intellectual property rights of any party, violate applicable law, or are otherwise inappropriate, offensive, or harmful.

(e) You will defend, indemnify, and hold harmless Flipcash and its Indemnified Parties from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses (including legal fees) arising out of or relating to any User-Created Currency you create, receive, purchase, or otherwise acquire, including without limitation any claims that such User-Created Currency constitutes an unregistered security, violates applicable law, or causes loss to any third party.

8. License of User IP.

(a) We do not claim ownership of the intellectual property created by you while using the Flipcash App (“User Content”). However, when you post or publish your User Content on the Flipcash App or use User Content in connection with the Flipcash Services, you represent and warrant that: (i) you own and/or have all rights necessary to grant the licenses set forth herein; (ii) your User Content does not infringe, misappropriate, or otherwise violate any third party's intellectual property rights, rights of publicity or privacy, or any other proprietary rights; (iii) your User Content is not defamatory, obscene, unlawful, threatening, abusive, harassing, or otherwise objectionable; (iv) your User Content complies with all applicable laws, rules, and regulations; and (v) your User Content does not contain any biometric data, personal health information, or other categories of sensitive personal information as defined under applicable data protection laws, unless you have obtained all necessary consents and authorizations required by law for the collection, use, and processing of such information. Subject to the foregoing, you hereby grant to Flipcash a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, including without limitation to train generative artificial intelligence tools, for the full term of any worldwide intellectual property right that may exist in your User Content.

9. IP Acknowledgement.

(a) You agree and acknowledge that:

(i) we are not responsible for any content, including images and text, you upload to the Flipcash App, whether provided by you or by third parties, including any User Content which may be used on, uploaded to or made available on the Flipcash App, including user-generated Digital Assets; and

(ii) use of any such User Content and user-generated Digital Assets is at your own risk and that we do not provide any warranties in relation to the same.

(b) We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post, use or display on the Flipcash App (including any User Content and user-generated Digital Assets) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Content and user-generated Digital Assets, recovering damages or other monetary compensation from you, suspending or terminating your access to the Flipcash App. We have the right to restrict or ban you from any and all future use of the Flipcash App.

(c) You agree that we may record any communications, electronic, by telephone, over video call, chat, VOIP or otherwise, that we have with you in relation to these Terms, and that any such record that we keep will constitute evidence of the communications between you and us. You agree that telephone conversations and video calls may be recorded so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.

10. Reserve Contract and Pricing.

Each User-Created Currency has its liquidity governed by an on-chain smart contract (the "Reserve Contract") that utilizes USDF as the reserve asset and operates according to a predefined algorithmic pricing curve. The Reserve Contract determines the price at which the User-Created Currency may be bought or sold and the amount of USDF liquidity available at any given time. You acknowledge and agree that:

(a) The pricing of User-Created Currencies through the Reserve Contract is determined algorithmically and is not set, managed, or guaranteed by Flipcash. Algorithmic pricing is subject to inherent risks, including without limitation: (i) slippage, meaning the executed price may differ materially from the quoted or expected price; (ii) significant price volatility, including rapid and substantial price movements in either direction; (iii) execution or liquidity limitations, including circumstances in which transactions may fail, revert, or execute at materially different prices due to network conditions, smart contract behavior, or other technical factors; (iv) economic behaviors such as front-running, arbitrage, and other exploit strategies that may adversely affect the price or liquidity of a User-Created Currency.

(b) Once the Reserve Contract is deployed and its parameters are locked on the blockchain, such parameters are non-modifiable and the deployment is irreversible. Neither Flipcash nor any other party can alter, pause, or terminate a locked Reserve Contract. All interactions with the Reserve Contract, including purchases and sales of User-Created Currencies, are on-chain transactions that are final and irreversible once confirmed on the blockchain. Notwithstanding the above, Coinbase may place restrictions on access to any smart contracts related to USDF.

(c) Flipcash does not guarantee any particular price, price stability, execution quality, liquidity level, or economic outcome in connection with any Reserve Contract. You assume all risk associated with your interactions with the Reserve Contract, including the risk of total loss of value of any User-Created Currency or USDF committed to the Reserve Contract.

11. USDF.

USDF is a custom stablecoin issued by Coinbase that serves as the primary reserve asset within the Flipcash ecosystem, including as the reserve asset in the Reserve Contract. USDF is designed to maintain a stable value relative to the U.S. Dollar; however, Flipcash does not issue, control, manage, or guarantee USDF. You acknowledge and agree that:

(a) USE OF USDF IS SUBJECT TO COINBASE’S TERMS AND CONDITIONS LOCATED AT https://www.coinbase.com/legal/user_agreement/united_states, AS MAY BE UPDATED OR MODIFIED BY COINBASE FROM TIME TO TIME (SUCH TERMS AND CONDITIONS, THE “COINBASE TERMS”). BY USING USDF, YOU AUTOMATICALLY AGREE TO BE SUBJECT TO, AND BOUND BY, THE COINBASE TERMS. If any of the terms and conditions in these Terms are inconsistent or in conflict with the Coinbase Terms, the terms and conditions of the Coinbase Terms will apply to the extent of such inconsistency or conflict.

(b) USDF is issued and managed solely by Coinbase. All matters relating to the minting, burning, redemption, reserve backing, peg maintenance, and regulatory compliance of USDF are the sole responsibility of Coinbase. Any personal information provided through a Coinbase-hosted portal in order to access USDF will be subject to the Coinbase Terms (defined below), and such personal information will not be stored by Flipcash. Coinbase may impose limits on how much USDF you may access over a given time period, subject to the Coinbase Terms. Flipcash has no control over, and makes no representation or warranty regarding, Coinbase's ability to maintain the USDF peg, honor redemption requests, or continue issuing USDF.

(c) Because USDF serves as the sole reserve asset in the Reserve Contract, the Flipcash ecosystem is subject to concentration risk. If Coinbase suspends, discontinues, or restricts the issuance, redemption, or transferability of USDF, or if USDF loses its peg to the U.S. Dollar, the liquidity and pricing of all User-Created Currencies may be materially and adversely affected, including the possibility of total illiquidity or total loss of value. You assume all risk associated with this concentration.

(d) Your ability to convert USDF to fiat currency or other Digital Assets depends on the availability of Coinbase's services and applicable redemption mechanics, which may be suspended, modified, or discontinued by Coinbase at any time without notice to Flipcash or to you. Flipcash is not responsible for any inability to redeem, convert, or transfer USDF.

(e) Your use of USDF is subject to Coinbase's applicable terms of service, user agreement, and privacy policy, which you are solely responsible for reviewing and accepting. Flipcash disclaims all liability arising from or related to Coinbase's performance, non-performance, or conduct as the issuer of USDF.

(f) Coinbase USDF End User Terms:

(i) Use of USDF Subject to Applicable Law. Your use of USDF is subject to the laws, rules and regulations of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter-terrorist financing provisions and sanctions. You agree to act in compliance with all applicable laws and regulations in connection with your use of USDF. You may not do any of the following in connection with your use of USDF:

(A) initiate transactions on behalf of any third party, or using any wallet or bank account that does not belong to you;

(B) initiate a transfer of any digital assets or funds that are the direct or indirect proceeds of any illegal or fraudulent activity;

(C) initiate any transaction that is not intended to be completed, or is intended to abuse, manipulate, mislead or default other market participants;

(D) initiate any transaction that has any unlawful purpose or that relates to any unlawful activity, including in violation of any applicable sanctions or counter-terrorist financing regime;

(E) transfer USDF to any person that is the subject of sanctions imposed by any regulatory authority; or

(F) participate in unlawful or abusive activity, including money laundering, fraud, unfair, predatory or deceptive practices, unlawful gambling, or other transactions that are not permitted in your jurisdiction or for which you do not have appropriate license in place.

(ii) Disclaimers Regarding USDF.

(A) Your access to and use of USDF is at your own risk. Flipcash, its affiliates, and its third party licensors and service providers (the “Providers”) DISCLAIM ALL WARRANTIES RELATED TO USDF, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Providers make no warranty or representation and disclaim all responsibility and liability for: (i) any harm to your computer system, loss of data, or other harm that results from your access to or use of USDF; (ii) the operation or compatibility of USDF with any other application or any particular system or device, including any wallets; or (iii) whether USDF will meet your requirements. No advice or information, whether oral or written, obtained from any Provider will create any warranty or representation not expressly made herein. The Providers are third-party beneficiaries of these terms and conditions.

(B) As a result of the decentralized and open-source nature of USDF and the nature of decentralized protocols generally, it is possible that an unaffiliated party could create an alternative, equivalent version of USDF, either on a protocol where native issuance is supported or otherwise. In addition, parties may create “wrapped” or “bridged” versions of USDF, which are digital assets that are collateralized by or otherwise incorporate USDF into their design and which may be tradeable on protocols other than which USDF is natively issued. We do not support copies or wrapped or bridged versions of USDF, and you will be unable to redeem a copy or wrapped or bridged version of USDF. We assume no responsibility for any value that might be lost as a result of this lack of support of copies or wrapped or bridged versions of USDF.

(C) As a result of the decentralized and open source nature of blockchain protocols, it is possible that a third party could create an alternative version of one of the protocols on which USDF is supported (a “fork”). Note that in the event of a fork of a protocol on which USDF is supported, you may not be able to redeem USDF on either fork for a period of time until it is announced which fork will be supported.

(D) You acknowledge that USDF is neither (i) a deposit of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency. It is possible that USDF may trade on certain protocols or platforms at a price that is less than $1.00, and the Providers are not responsible for any deviation in the price of USDF.

(iii) Upgrades and Freezes.

(A) The operator of the USDF smart contract reserves the right to “block” certain blockchain addresses and freeze USDF in order to comply with a law, regulation, or legal order from a duly recognized U.S. authorized authority, U.S. court of competent jurisdiction, or other governmental authority with jurisdiction over the operator. The operator may determine, in its sole discretion, that addresses may be associated with illegal activity (“Blocked Addresses”). In the event that you send USDF to a Blocked Address, or receive USDF from a Blocked Address, the operator may freeze such USDF and any USDF remaining at your address. The Providers may also deem it necessary to report suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your USDF, including the ability to redeem or otherwise transact in USDF.

(B) USDF may be subject to seizure or forfeiture by formal written legal directive from a regulator, judicial body, or law enforcement agency. If tokens are seized, the seized assets will be sent to a segregated wallet address for the purposes of seizure/forfeiture, until such time as they may be disposed of or otherwise handled as required by law.

(C) If we determine after investigation that any of your USDF has been used, or are being used, for illegal (or sanctioned) activity, you may not be able to redeem your USDF, and if you attempt to redeem or exchange your USDF, such USDF and the reserves backing such USDF may be forfeited.

(D) Any USDF that are subject to freeze, seizure, forfeiture or similar limitation on their use may become wholly and permanently unrecoverable and unusable, and in appropriate circumstances, may be destroyed.

12. Fees.

By using the Flipcash Solution, you agree to pay all fees for such use and, as applicable, any network fee or gas fee for a Transfer. Flipcash reserves the right to adjust its pricing and fees from time to time.

13. Conditions of Use of the Flipcash Solution.

You will not, and will not attempt to:

(a) use your Flipcash App tο store, send, request, οr receive Digital Assets in any form that we dο not suppοrt, notwithstanding the capability of the wallet to facilitate such activities;

(b) violate in any manner any applicable federal, provincial, local, or international law or regulation including, any laws regarding patent, trademark, trade secret or copyright;

(c) use the Flipcash App or the Flipcash Solution for the purpose of building a similar or competitive product or service;

(d) attempt to gain unauthorized access to the Flipcash App or bypass any measures we may use to prevent or restrict access to the Flipcash App;

(e) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Flipcash App (e.g., a denial of service attack);

(f) copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Flipcash App or any part thereof or otherwise attempt to discover any source code;

(g) use or develop any third-party applications that interact with the Flipcash App, Content or other information contained in the Flipcash Solution, without our prior written consent;

(h) mirror or frame the Flipcash App or any Content;

(i) access the Flipcash App through any interfaces other than the interfaces that we provide for that purpose (for example, you may not “scrape” the Flipcash App through automated means or "frame" any part of the Flipcash App); or

(j) authorize, permit, enable, induce or encourage any third party to do any of the above.

14. Eligibility and Age Requirements.

(a) You represent and warrant that you are the age of legal majority in your jurisdiction and that you are lawfully able to enter into contracts.

15. Privacy.

You acknowledge that you have carefully reviewed and understand our current Privacy Policy, available at www.flipcash.com/privacy-policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).

16. Ownership.

(a) All right, title and interest, including intellectual property rights, in Flipcash and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of us.

(b) Flipcash and all materials provided by us hereunder are made available or licensed and not “sold” to you.

17. Third Party Content, Websites or Services.

(a) Flipcash may provide links or access to third party content, websites, or services. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, services or to access Flipcash from such systems, you do so entirely at your own risk.

(b) If you use the Flipcash Solution to access an Onramp Service provided by Coinbase, you acknowledge and agree that prior to proceeding, you must review and accept Coinbase’s Guest Checkout Terms of Service (located at https://www.coinbase.com/legal/guest-checkout/us), User Agreement (located at https://www.coinbase.com/legal/user_agreement/united_states), and Privacy Policy (located at https://www.coinbase.com/legal/privacy) (collectively, “Coinbase Terms”). By continuing with Coinbase Guest Checkout, you consent to be bound by the Coinbase Terms. FLIPCASH DOES NOT OWN, OPERATE, OR CONTROL THE COINBASE ONRAMP SERVICE AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO YOUR USE OF COINBASE’S SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSSES, DISPUTES, ERRORS, OR FAILURES ASSOCIATED WITH THE PURCHASE, SALE, OR CUSTODY OF DIGITAL ASSETS THROUGH COINBASE. You are solely responsible for reviewing and complying with such terms before using any Coinbase-powered services. In addition, you acknowledge and agree that Coinbase serves as the issuer of USDF, the primary reserve asset within the Flipcash ecosystem. Flipcash's relationship with Coinbase in connection with USDF is separate from and in addition to Coinbase's role in providing the Onramp Service via Apple Pay or Google Pay Guest Checkout. FLIPCASH DOES NOT CONTROL, MANAGE, OR GUARANTEE COINBASE'S PERFORMANCE AS THE ISSUER OF USDF, INCLUDING WITHOUT LIMITATION THE MINTING, BURNING, REDEMPTION, PEG MAINTENANCE, OR CONTINUED AVAILABILITY OF USDF. ALL RISKS ASSOCIATED WITH COINBASE'S ROLE AS USDF ISSUER ARE BORNE SOLELY BY YOU.

18. Disclaimers.

THE FLIPCASH SOLUTION IS PROVIDED "AS IS" AND "AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, COMPATIBILITY, RELIABILITY, SECURITY, TIMELINESS, SUITABILITY, TITLE, NON-INFRINGEMENT AND AVAILABILITY OF THE FLIPCASH SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTIES AND THAT THE FLIPCASH SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE FLIPCASH SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS REMAINS SOLELY WITH YOU. FLIPCASH UNDERTAKES NO RESPONSIBILITY WHATSOEVER AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH YOUR USE OF THE FLIPCASH SOLUTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLIPCASH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING: (A) THE VALUE, DEMAND, MARKETABILITY, OR LEGAL STATUS OF ANY USER-CREATED CURRENCY; (B) THE PERFORMANCE, PRICING ACCURACY, AVAILABILITY, OR ECONOMIC OUTCOMES OF ANY RESERVE CONTRACT OR ALGORITHMIC PRICING CURVE; (C) THE PEG STABILITY, REDEMPTION AVAILABILITY, REGULATORY STATUS, OR CONTINUED ISSUANCE OF USDF BY COINBASE OR ANY OTHER THIRD-PARTY ISSUER; (D) THE PERFORMANCE, AVAILABILITY, OR CONDUCT OF ANY THIRD-PARTY SERVICE PROVIDER, INCLUDING COINBASE; OR (E) THE ABSENCE OF EXPLOITS, ARBITRAGE, FRONT-RUNNING, OR OTHER ADVERSE ECONOMIC BEHAVIORS IN CONNECTION WITH RESERVE CONTRACTS OR ALGORITHMIC PRICING.

If you have a dispute with one or more third parties in connection with your use of the Flipcash App and/or the Flipcash Solution, you agree to release us (including our affiliates, and each of their and our respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.

Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”

19. Digital Assets Risk Disclosure Statement.

CAUTIΟN: You understand there are substantial risks associated with the purchase, sale, use and holding of Digital Assets, and that Flipcash liability is limited to the maximum extent permitted by law and these Terms. Accordingly, you agree that you will carefully evaluate whether yοu can bear the risk associated with Digital Assets and whether it is suitable fοr yοu. You agree to familiarize yourself and assume any and all such risks, including:

(a) Digital Assets or the value in your Timelock Accounts are not insured in any way by us or by any governmental agency;

(b) The value of any Digital Assets you hold or acquire through the Flipcash App is accessible with your Access Key. If you lose access to your Access Key, your Digital Assets will be unrecoverable and we will not assist you in recovering digital currencies secured with your Access Key.

(c) Flipcash is a developer of software. Flipcash does not operate a Digital Asset exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Flipcash Solution. All Transfers between users of the Flipcash App are executed peer-to-peer between users through the blockchain.

(d) We cannot reverse a Digital Assets Transfer which has been broadcast to the blockchain, and losses due to fraudulent or accidental Transfers are not recoverable;

(e) The price and liquidity of Digital Assets has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your Digital Assets at any time;

(f) Supported Digital Assets:

(i) Flipcash supports a limited set of Digital Assets, which may include fiat-backed stablecoins. Flipcash support is not required for you to access Digital Assets accessed by your Access Key (see the Unlock Tool Website). We reserve the right, at our sole discretion and without prior notice, to add, remove, replace, or discontinue support for any Digital Asset, including any stablecoin, at any time. Flipcash has no responsibility regarding any Digital Asset that is not a supported Digital Asset. We are not liable for discontinuation of support of any particular Digital Asset. We reserve the right to discontinue supporting any Digital Asset with or without notice. You acknowledge and agree that we may take any action necessary to discontinue our support of a Digital Asset, including but not limited to canceling your trade instructions and requiring you to remove discontinued Digital Assets from your account in a reasonable period of time, and under no circumstances will we be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with this Agreement to discontinue our support of a Digital Asset.

(ii) The Digital Assets supported by Flipcash include fiat-backed stablecoins (including USDF, a custom stablecoin issued by Coinbase) and User-Created Currencies generated through the Currency Creator feature of the Flipcash App. Stablecoins are Digital Assets minted on a blockchain network that are designed to maintain a stable value relative to fiat currencies. The third-party issuers of such stablecoins, including Coinbase with respect to USDF, are responsible for holding reserves backing such stablecoins, and the value stability of such Digital Assets is contingent upon the issuing entities' ability to uphold their pegged value. User-Created Currencies are not stablecoins and are issued solely by the users who create them. Flipcash is not the issuer of any User-Created Currency and makes no representation or guarantee regarding their value or demand. While the Flipcash protocol includes a Reserve Contract designed to facilitate on-chain liquidity according to a predefined pricing curve, Flipcash does not guarantee the availability, functionality, or outcomes of such liquidity. Users should be aware of these factors when holding or transacting with any Digital Assets, and should review the additional risk disclosures set forth in Sections 19(m) through 19(p) below.

(g) Some Digital Assets service providers have been subject to cyberattacks, malicious activities, and other technical issues that have resulted in the loss or theft of digital currencies to their users and there is a risk that a similar cyberattack, malicious attempt or technical failure or interruption in use or functioning could affect Flipcash and result in the theft or loss of your Digital Assets for which you cannot recover;

(h) Digital Assets are not part of a central bank that can take corrective measures to protect the value of Digital Assets in a crisis;

(i) Neither the Flipcash Solution, we, nor other third parties are your financial intermediaries or custodians of your Digital Assets and while the Flipcash App may provide the interface through which you initiate Transfers, we are nοt a bank, brοkerage, exchange or money transmitter;

(j) Changes to applicable law may adversely affect the use, transfer, exchange or value of Digital Assets and such changes may be sudden and without notice;

(k) Digital Assets are not legal tender and are not backed by a government (i.e. digital currencies do not have the same protection as the money deposited in your bank account); and

(l) Digital Assets have value from the continued willingness of market participants to use it, and is susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Digital Asset if the market for such digital currencies disappears.

(m) User-Created Currencies created through the Currency Creator feature may have no value, no market, and no demand. The creation of a User-Created Currency does not constitute an endorsement, recommendation, or guarantee by Flipcash. You may lose the entirety of any value associated with a User-Created Currency. You are solely responsible for evaluating the risks of creating, holding, buying, or selling any User-Created Currency;

(n) The Reserve Contract operates on the basis of algorithmic pricing curves and is subject to risks including slippage, volatility, liquidity constraints, front-running, arbitrage, and other economic behaviors that may result in material losses. Once deployed and locked, the Reserve Contract parameters are immutable and irreversible. Flipcash has no ability to modify, pause, or terminate a deployed Reserve Contract;

(o) USDF is a custom stablecoin issued by Coinbase and serves as the sole reserve asset in the Reserve Contract. The Flipcash ecosystem is subject to concentration risk arising from its dependence on a single stablecoin issuer. If Coinbase suspends, restricts, or discontinues USDF, or if USDF loses its peg to the U.S. Dollar, the liquidity and value of all User-Created Currencies and the Reserve Contract may be materially and adversely affected, up to and including total loss of value and total illiquidity. USDF may not be redeemable outside the Flipcash ecosystem, and Flipcash has no control over Coinbase's redemption mechanics or continued operations; and

(p) The Flipcash ecosystem depends on third-party service providers, including Coinbase as the issuer of USDF and as a provider of onramp services. The failure, suspension, or discontinuation of any third-party service may materially impair your ability to use the Flipcash Solution, including your ability to create, buy, sell, or redeem User-Created Currencies or USDF. Flipcash is not responsible for the acts or omissions of any third-party service provider.

20. LIMITATION OF LIABILITY

THE FOLLOWING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DIGITAL ASSETS; LOSS OF DATA, DATA DELETION, DATA CORRUPTION, FAILURE TO STORE ANY DATA, PERSONAL INJURY, DEATH, EMOTIONAL DISTRESS OR DISCOMFORT, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE OR THEY WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO FLIPCASH, THE FLIPCASH SOLUTION OR THE INABILITY TO MAKE USE OF THE FLIPCASH SOLUTION, OR THESE TERMS. WITHOUT LIMITING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS ARISING FROM OR RELATED TO THE CURRENCY CREATOR FEATURE, USER-CREATED CURRENCIES, RESERVE CONTRACTS, ALGORITHMIC PRICING, USDF, AND ANY THIRD-PARTY SERVICE PROVIDER (INCLUDING COINBASE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FLIPCASH SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE FLIPCASH SOLUTION.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY, OR THE TOTAL AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS AND SUPPLIERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS, IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FLIPCASH SOLUTION EXCEED $50USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS AMOUNT.

21. Stablecoin Risk Disclosure

Flipcash supports certain fiat-backed stablecoins, including USDF, a custom stablecoin issued by Coinbase. USDF serves as the primary reserve asset within the Flipcash ecosystem, including as the reserve asset in the Reserve Contract. USDF is designed to maintain a stable value relative to the U.S. Dollar; however, USDF is issued and managed solely by Coinbase, and Flipcash does not control, guarantee, or have any responsibility for the minting, burning, redemption, reserve backing, peg maintenance, or regulatory compliance of USDF. USDF and other supported stablecoins may experience volatility, loss of peg, illiquidity, or unavailability. Flipcash does not guarantee the value, availability, redeemability, or solvency of Coinbase or any other stablecoin issuer or custodian.

Users are solely responsible for conducting their own due diligence and assume all risks associated with the use, transfer, and storage of stablecoins, including USDF. Because USDF is the sole reserve asset in the Reserve Contract, users are exposed to concentration risk: any impairment of USDF (including loss of peg, suspension of redemption, or discontinuation by Coinbase) may materially and adversely affect the liquidity and value of all User-Created Currencies and the Reserve Contract within the Flipcash ecosystem, up to and including total loss of value. Flipcash may change which stablecoins are supported at any time, without notice, and makes no warranties regarding their ongoing performance, availability, or redeemability.

Flipcash does not evaluate, monitor, endorse, or guarantee the performance, peg stability, legal status, regulatory compliance, or ongoing availability of any supported stablecoin or Digital Asset, including USDF. Users are solely responsible for evaluating the risks associated with their use of such assets, including the risk that USDF may not be redeemable for U.S. Dollars or other Digital Assets outside of the Flipcash ecosystem and that Coinbase may suspend, modify, or discontinue USDF at any time without notice to Flipcash or to you.

22. Indemnification

You will defend, indemnify and hold harmless us and our officers, directors, employees, agents, shareholders, affiliates, and partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including legal and expert fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your use (or the use by any third party using your mobile device or your Access Key) of the Flipcash Solution; (b) any breach by you of these Terms; and (c) any actual or alleged violation of any law, rule or regulation, or the rights of any third party (including intellectual property rights), by you; (d) your creation, promotion, distribution, or sale of any User-Created Currency, including without limitation any claim that such User-Created Currency constitutes an unregistered security or violates applicable law; (e) your interactions with any Reserve Contract, including any losses arising from algorithmic pricing, slippage, liquidity constraints, or exploit behavior; (f) your use of or reliance on USDF, including any losses arising from peg instability, redemption unavailability, or Coinbase's performance or non-performance as issuer; and (g) any User Content you submit, post, publish, or otherwise make available on or through the Flipcash App or the Flipcash Services, including without limitation any claim that such User Content infringes or misappropriates any third party's intellectual property rights, rights of publicity or privacy, or any other proprietary rights, or that such User Content is defamatory, obscene, unlawful, or otherwise gives rise to any third-party claim or liability.

23. Disputes & Arbitration for Residents of the United States

If you are a resident of the United States and you have a dispute with us arising out of your use of Flipcash, this Section 23 applies.

(a) Mandatory Arbitration: You agree to contact us first and attempt to work out any such dispute amicably. If we are unable to work out a solution amicably, both we and you agree to resolve any disputes arising out of your use of Flipcash or these Terms through binding arbitration or, at our option, small claims court.

(b) CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR NON-PAGA REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(c) In any lawsuit in which: (i) the complaint is filed as a class action, collective action or non-PAGA representative action; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action and/or non-PAGA representative action must be litigated in a civil court of competent jurisdiction and not as a class, collective or non-PAGA representative arbitration.

(d) PAGA WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED ON A GROUP BASIS OR IN ANY ACTION IN WHICH A PARTY SEEKS TO REPRESENT OTHER INDIVIDUAL(S) IN A PRIVATE ATTORNEY GENERAL ACTION (“PAGA WAIVER”). PAGA CLAIMS MAY ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS.

(e) In any lawsuit in which: (i) the complaint is filed as a private attorney general action seeking to represent any individual(s) other than the named plaintiff; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the PAGA Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the PAGA Waiver shall be severable from these Terms and in such instances, the private attorney general action must be litigated in a civil court of competent jurisdiction and not as a private attorney general arbitration.

(f) Notwithstanding any other clause contained in these Terms, any claim that all or part of the Class Action Waiver or PAGA Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver and PAGA Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

(g) Opt-out of Mandatory Arbitration: You can decline this mandatory arbitration provision within 30 days of accepting these Terms by emailing us at legal@flipcash.com with your first and last name and phone number stating your intent to opt-out of the arbitration provision. Note that opting out of this arbitration provision does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

(h) Arbitration Procedures and Location: The arbitration shall be administered by JAMS under its Comprehensive Rules in effect at the time the arbitration demand is made. The current rules, effective July 1, 2014, can be found here: https://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS arbitration rules can be found here: http://www.jamsadr.com/rules-clauses/. In the event of any conflict between the rules and these Terms, these Terms shall apply. We and you both agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. The arbitration will be held in the United States county where you live or work, Las Vegas, Nevada, or any other location we and you mutually agree upon in writing.

(i) Arbitration Fees: The JAMS rules will govern payment of all arbitration fees and each party will be responsible for their own fees under those rules. However, we will pay for your reasonable arbitration fees where: (i) the claim for damages does not exceed $10,000; and (ii) the claims are not frivolous under Federal Rule of Civil Procedure 11(b). We will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines the claims are frivolous under Federal Rule of Civil Procedure 11(b).

24. Termination

You can stop using the Flipcash Solution at any time and without notice to us. Similarly, we may terminate access to the Flipcash Solution for you or any other users or stop offering all or part of the Flipcash Solution at any time without notice. In the event of termination, Sections 7-33 survive and continue to apply to you.

25. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the State of Nevada for residents of the United States, otherwise, and by the laws of the Province of Ontario, without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Flipcash App that are not subject to Section 23 (Disputes & Arbitration for Residents of the United States) of these Terms shall be brought exclusively in the federal or state courts of Clark County, Nevada, USA, for the residents of the United States, the courts of competent jurisdiction in the City of Toronto for residents of Canada, and for all other users, the courts of competent jurisdiction in the City of Toronto, and we and you consent to the personal jurisdiction of those courts.

26. Force Majeure

Notwithstanding anything to the contrary contained herein, Flipcash shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

27. Entire Agreement & Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with us, shall constitute the entire agreement between you and us with respect to the Flipcash Solution and any use of the Flipcash Solution. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

28. No Waiver

Our failure to monitor or enforce a provision of these Terms does not constitute a waiver of our right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

29. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. We may assign its rights, licenses, and obligations under these Terms without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 29 will be null and void. These Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

30. Digital Millennium Copyright Notice

(a) Flipcash respects the intellectual property of others and asks that users of the Flipcash App do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the Flipcash App who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users, through the use of the Flipcash App, is unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated copyright agent:

(i) your physical or electronic signature;

(ii) identification of the copyrighted work(s) that you claim to have been infringed;

(iii) identification of the material on the Flipcash App that you claim is infringing and that you request us to remove;

(iv) sufficient information to permit us to locate such material;

(v) your address, telephone number, and e-mail address;

(vi) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

(vii) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

(b) Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

(c) Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), Flipcash’s designated copyright agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Attn: Copyright Agent

E-mail address: legal@flipcash.com

(d) You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from the Flipcash App without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

(e) Please note that this procedure is exclusively for notifying Flipcash and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to legal@flipcash.com. Flipcash may, in its sole discretion, delete the infringing material and any posts made by those who are accused of copyright infringement or other intellectual property rights.

31. Contact Information

If you have any questions or comments about these Terms, please contact us at: legal@flipcash.com.

32. Apple App Store Additional License Terms

(a) If the Flipcash App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all of the other terms and conditions of these Terms:

(i) You and we acknowledge these Terms are concluded between you and us, and not with Apple. The responsibility for the Flipcash App and content thereof is governed by these Terms.

(ii) Notwithstanding anything to the contrary hereunder, you may use the Flipcash App only on an Apple-branded product that you own or control.

(iii) You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Flipcash App.

(iv) In the event of any failure of the Flipcash App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Flipcash App (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Flipcash App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms.

(v) Any claim in connection with the Flipcash App related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms, and Apple is not responsible for such claim.

(vi) Any third party claim that the Flipcash App or your possession and use of the Flipcash App infringes that third party’s intellectual property rights will be governed by these Terms, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

(vii) You represent and warrant that you are not: (A) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (B) listed on any U.S. Government list of prohibited or restricted parties.

(viii) Apple is a third party beneficiary to these Terms and may enforce these Terms against you.

(ix) If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

33. Google Play Store

(a) If the Flipcash App is provided to you through the Google LLC (Google LLC together with all of its affiliates, “Google”) Google Play Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:

(i) You acknowledge that Google is not responsible for providing support services for the Flipcash App.

(ii) If any of the terms and conditions in these Terms are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of the Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.