Terms of Use

(Effective as of 7/16/2020)

Welcome to flipMD (www.flip-md.com), a website (the “Site”) operated by Flip Admit LLC (the “Company”).

Please review these Terms carefully.  By accessing or using the Site, you show you agree to these Terms.  If you don’t agree to these Terms, you may not access or use the Site.

ABOUT THE SITE

The Site is a web platform for physician consultants (“Consultants”) to offer their services (“Consultant Services”) to clients that are looking for medical consulting (“Clients”).

Clients can post requests for Consultant Services (“Jobs”) on the Site, to which Consultants can respond with Proposals. The Site is solely for Consultants to offer their services to Clients in relation to the job categories listed on the Site.

No personal medical history, treatment, diagnosis or any other patient-physician relationship or discussion is allowed. Company reserves the right to terminate accounts that violate this agreement.

As discussed in our Privacy Policy, when you sign up on the Site, you'll be asked to provide certain information about yourself, such as your name, city and state, phone number, and email.

Consultants will also be asked to provide job history and taxpayer identification information and will be required to upload copies of their government ID, medical diplomas, and/or medical licenses to confirm their identities.

You will also be asked to create a password.

Also, please note that the Site is under constant development. New features may be added frequently, so it’s important to check back to this page for updates. Company reserves the right to decline to register a Consultant or Client for any lawful reason, or for reasons of supply and demand, data maintenance costs, or other business considerations.

Company does not represent that the Site is appropriate or available for those outside of the United States. Access or use of the Site from other countries is at your own risk. You are responsible for complying with all applicable foreign, United States, state, and local laws while using the Site.

PAID SERVICES

To use the Consultant Services, you will be charged a fee (“Processing Fee”).

To provide Consultant Services, the Company takes a percentage (“Platform Service Fee”).

The current fee structure can be found here.

Both fees are collected via Stripe (our "Billing Service Provider"), which has its own legal terms.

Payments are made using user accounts managed via the Site (“Accounts”).

Consultant Fees are nonrefundable. See Refunds section in this document.

We may appoint related entities or third parties to act as our agents to accept or make payments from or to users on our behalf. Such entities or third parties will have the same rights, powers, and privileges that the Company has under these Terms.

You will be required to provide the Company and/or its Billing Service Provider with information regarding your credit card or other payment methods. You represent and warrant that such information is true and that you are authorized to use the payment method.

You will promptly update your Account information with any changes (for example, a change in your billing address or credit card expiration date).

You can terminate your use of the Site, change your password, and otherwise manage your Account using the Site.

We reserve the right to change the Company’s fees. If the Company does change its fees, the Company will provide notice of the change on the Site or in email to you, at Company’s option, at least 14 days before the change is to take effect. Your continued use of the Site after the fee change becomes effective constitutes your agreement to pay the changed amount.

We reserve the right to deactivate or close the Accounts of users who have not logged in within 60 days.

Special Terms for Consultants

Location

Consultants must verify when they register for the Site that they are physically located in the United States and have a bank account based in the United States.

Identity Verification

You authorize us, directly or through third parties, to validate your identity as a medical professional. We may request a video interview with you to validate your information and identity.

We may terminate, suspend, or limit access to the Site and/or your Account if we can’t obtain or verify your information to our satisfaction.

Disbursements via the Site may only be made to the outside financial account matching your provided identity documents and account information.

If you are not verified, you may not be able to be hired via the Site and other restrictions may apply.

Licensure

Consultants who identify themselves as licensed physicians on the Site warrant that they are actually licensed as physicians in at least one US jurisdiction. Upon the lapse or termination of any such license, a Consultant must update their profile to show that they are no longer licensed. Company may immediately terminate the Site access and Account for any Consultant who falsely claims to be licensed.

Taxes

Consultants must comply with income tax provisions and pay any taxes which may be applicable to Consultant Fees.

Company does not withhold any taxes from payments to the consultant.

If the Company is audited, Consultant agrees to cooperate and provide copies of their tax returns and other documents as requested for the purposes of the audit.

If you are a US person and receive payments over $20,000 per year via the Site and have more than 200 transactions per year through the Site we will send you a Form 1099-K and we will also file this with the IRS for you.

“Payments” include amounts that you may have refunded to Clients or paid to the Company as fees.

Permitted Links

Any website URL posted on the Site, including in a listing or the message board, must relate to a Consultant Service being performed via the Site.

COMMUNICATIONS VIA THE SITE

Communications with other users on the Site must be conducted only through the communication channels provided on the Site. All communication is currently made available via QuickBlox, our “Communication Service Provider”, which has its own terms of service.

You may not post your email address, phone number, Skype ID, or any other contact information on the Site, except in the email field of the signup form or as otherwise permitted by us.

To monitor compliance with these Terms, we may read all content and messages posted to the Site and access all messages sent via the Site. You understand that you have no expectation of privacy in such communications.

TRANSACTIONS VIA THE SITE

Users agree:

  1. Company provides the Site only. Company has no liability for any other aspect of service delivery or interaction between Clients and Consultants;
  2. Users must not disclose any personal information in any Job posting or messaging through the Site;
  3. Company may collect location-related data from users and share this information with other users;
  4. Upon completion of a Job, Clients must log on to the Site and click “Accept and Pay” to release funds to the Consultant.
  5. If the Client does not log on to the Site within 14 days of Consultant’s work being submitted for approval, the funds will be automatically released to the Consultant.

Accounts

Company may suspend a withdrawal request from an Account if the source of the funds is suspected to be fraudulent.

If we become aware that any funds received result from a fraudulent transaction, the transaction will be reversed. If such funds have already been released to a user, the user must repay the funds to Company or Company may suspend, limit, or cancel user’s Account, or take other legal action to recover such funds.

Company may limit or refuse the deposit or withdrawal of funds in its discretion, including if:

  1. we believe there may be an unacceptable level of risk, including the risk of reversal or chargeback;
  2. we believe that the beneficiary of the payment is someone other than a verified user;
  3. we believe that the payment is being made to a country where we don’t offer the Site; or
  4. we’re legally required to do so.

If you’re involved in a dispute, we may (but are not required to) place a temporary limit on your Account. If the dispute is resolved in your favor, we will release the funds to you. If the dispute is not resolved in your favor, we may remove the funds from your Account and refund them to the other user(s) involved. We may also limit your Account if we suspect fraud or other illegal acts.

You are required to notify the Company if you suspect or become aware of any unauthorized use of your account or unauthorized access to the password to your account.

Job Contracts

When a Client accepts a Proposal from a Consultant, that forms a Job Contract under which the Client agrees to pay for, and the Consultant agrees to deliver, the Consultant Services.

If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have against that user. The Company has no responsibility for enforcing any rights under a Job Contract, except as provided in these Terms.

Users may have rights under statutory warranties that cannot lawfully be excluded. These Terms do not purport to override any right that may not be excluded. Any provision of these Terms in conflict with inalienable rights under local laws shall be excluded.

It is completely up to the Client and Consultant to evaluate and determine if the project is suitable for the Consultant.

The Job Contract between the Client and the Consultant is formed between the users and Company is not a party to the Job Contract.

It is up to the Clients to vet the Consultants, and vice versa for the consultant to vet the posted job, prior to the Consultant accepting the Job Contract.

The Company does not verify that Consultant’s abilities or representations stated in their profiles are accurate.

The Company does not monitor, control, or evaluate Consultant services and is not responsible for any project or work delivered.

The Company does not set or determine the hourly rates or fixed pricing of Jobs or Job Contracts. Consultants and Clients determine what fees they agree to.

The relationship between Clients and Consultants is that of clients and independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between users. Nothing in these Terms shall be construed as forming a joint venture, partnership, or an employer-employee relationship between users. Additionally, you agree that you are not an employee of the company and therefore not eligible for employment benefits, whatsoever.

FUNDS

Three types of contracts that can be funded within the Site: fixed-rate contracts, fixed-rate contracts with milestones, and hourly rate contracts. The initial payout could take up to 15 days from when the fund release is triggered.

Fixed-rate contracts

Consultants submit their proposed bid for an entire Job and may suggest milestones. Consultants and Clients can further negotiate the price, milestones, and milestone payments during the interview stage.

When a milestone or all the work on a Job Contract is complete, the Client clicks to “Accept and Pay,” which initiates transfer of funds from the holding account to the Consultant.

The Client may then fund the next milestone, which triggers a transaction from the client to the holding account for the consultant’s next milestone. This also triggers notification to the Consultant to begin work on the next milestone.

Hourly rate contracts

Consultants include their hourly rates when submitting a proposal for a Job. Consultants and Clients can negotiate hourly rates during the interview stage.

Hourly contracts are based on work weeks that start on Monday at 12:00 AM EST and ends Sunday at 11:59 PM EST. Consultants log hours as they work throughout the week. Clients can see the daily hours worked and discuss with Consultant if the hours logged do not meet Client expectations. Consultants may not bill more than the number of weekly hours set by the Client in the Job Contract. If needed, the Client and Consultant can agree to change the terms of the Job Contract.

Hourly contract funds will be released weekly for the previous week’s logged hours.

Withdrawals

The withdrawal process is managed and enacted by our Billing Service Provider, Stripe. All settings for payout schedules are created by the Users when they set up their payment methods. Payout schedule options are daily, weekly, and monthly. See Stripe’s documentation for more details.

Disputes

The Company provides a dispute resolution process to resolve issues between Consultants and Clients at the point of Job Contract completion. From the End Contract date (the date that either user clicks “End Contract”) the Client or Consultant has 30 days to file a dispute via the form on the Site and begin the dispute resolution process.

The Company will not help resolve any disputes involving the quality of the Consultant’s work.

Refunds

If a Job or milestone has not been funded, the Client or the Consultant can cancel the Job Contract at any time by clicking “End Contract.”

If funds are being held by the Company, cancelation of a Job Contract by the Consultant results in the release of the funds back to the Client.

If funds are being held by the Company and the Client cancels the Job Contract, the following steps apply:

If funds exceed the work billed and there remains money within the billing service, the following steps apply:

Chargebacks

The Company is not involved with chargebacks. All disputes regarding transactions once funded, are handled by our Billing Service Provider, Stripe.

CONTENT AND RESTRICTIONS

You may provide text, images, software, videos and/or other material, including third party content (“User Content”) that you share using the Site.

Your User Content belongs to you (or to the relevant third parties). However, you grant the Company the following non-exclusive license: a worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and your User Content that you provide through the Site, without any further consent, notice and/or compensation to you or others.

Other users may access and share your User Content and information, via the Site, social media, email, and otherwise.

If you wish us to remove your User Content from the Site, please send an email to legal@flipadmit.com and we will do so within ten business days of receiving your request. (However, we may retain copies of your User Content, not accessible to the public, on our backup servers even after you request removal.)

You are solely responsible for the User Content that you make available via the Site.  You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.  

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Site, you agree as follows:

USE OF THE SITE; TERMINATION OF USE

You need to be at least 18 years old to use the Site.

You hereby affirm we have the right to terminate your use of the Site with or without prior notice, and with or without cause.

Some reasons that we may terminate your use of the Site include:

  1. You have violated these Terms;
  2. You under-bid a Job and attempted to renegotiate the actual price with a Client, to attempt to avoid our fees;
  3. You have infringed third party legal rights, including infringing intellectual property rights;
  4. you have engaged in fraudulent or illegal activities;
  5. you fail to respond to account verification requests or provide incomplete or fraudulent documentation;
  6. you do not complete the account verification process within 3 months of the date of request;
  7. you are the subject or citizen of a regime with which we are legally precluded from doing business;
  8. to manage any risk of loss to us, other users, or any third party.

Upon termination of a user Account, you will no longer have access to the Site or your Account. Upon Account termination, under our sole discretion, we may retain some or all of your Account information. Upon termination of your Account, you remain responsible for any activity or payment prior to termination. Upon Account termination, the Company reserves the right, where allowed by law, to notify other users that you have worked with on the Site about your Account status and a summary of the reasons for your Account termination.

DAMAGES FOR BREACH

If the Company terminates your Account or access to the Site due to your breach of these Terms, without limiting our other remedies, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You agree that if you violate these Terms, you are liable for liquidated damages of US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of this amount. You also agree that US$3,000 is a reasonable minimum estimate of our damages for your breach, and that proof of actual damages may be impractical or difficult.

If we terminate your access to the Site for a reason other than as a result of your breach of these Terms, we will release any payment due from us to you. You will have no claim against us in connection with any suspension or termination of your access to the Site or any of its features.

USE RESTRICTIONS AND CODE OF CONDUCT

Your permission to use the Site is conditioned upon the following restrictions and conditions.

You agree that you will not:

Reporting code of conduct violations

All users have the ability to flag other users who are not in compliance with the stated code of conduct by clicking the “Report Violation” option on the Site and filling out the required information.

NON-CIRCUMVENTION

Clients must make payments through the Site and pay appropriate platform fees.

Clients agree to pay any Consultant hired via the Site only via the Site for two years from the date the Client first hires the Consultant.

Users agree to notify the Company if they encounter anyone trying to circumvent payment rules. Users attempting to circumvent payment rules will be removed from the Site without warning 

Users may opt-out of using the Site for communications and projects by paying an Opt-Out Fee.

The Opt-Out Fee is calculated as the minimum of a Contractor’s estimated earnings for 12 months (defined as 2000 hours [50 weeks x 40 hours per week]) at the maximum hourly rate charged by the Contractor multiplied by 12% (e.g., $200/hr x 2000 x 0.12 = $48,000).

If it’s determined the Client has circumvented the payment system within the Site, under our sole discretion we can charge the Client’s payment method the Opt-Out Fee or send an invoice to the Client for the Opt-Out Fee, which must be paid within 30 days. We may also close the Client’s Account and invoice the Client for any costs and expenses of collection, such as attorney fees.

To inquire about or pay the Opt-Out Fee, send an email to legal@flipadmit.com.

MONITORING AND COMPLIANCE

Although the Company is not obligated to monitor access to or use of the Site or to review or edit any Content, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to the Site or any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

INTELLECTUAL PROPERTY

You acknowledge and agree that the Company and its licensors retain ownership of all intellectual property rights of any kind related to the Site (except for User Content), including applicable copyrights, trademarks, and other proprietary rights. The Company reserves all rights that are not expressly granted to you under these Terms.

FEEDBACK

You acknowledge and agree that feedback is vital to users, both Clients and Consultants, and to the core capabilities of the Site. Some feedback is required to complete each Job Contract. The Company posts gathered feedback about users, including yourself, on the Site for the benefits mentioned above. This feedback may include: user ratings, summary feedback, outcome score, testimonials, and feedback gathered outside of the Site. The Company is not responsible for monitoring, influencing, or censoring the opinions stated in feedback provided by users. We do not generally investigate the feedback for accuracy and are not legally responsible for any feedback on the Site that may be legally actionable. However, within our sole discretion, we reserve the right to remove posted feedback that negatively affects the Site or the Company.

We welcome and encourage you to provide other feedback, comments, and suggestions for improvements to the Site (“Feedback”). You may submit Feedback by emailing us at info@flipadmit.com. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party related to: (a) your use or attempted use of the Site in violation of these Terms; (b) your violation of any law or rights of any third party; or (c) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

If you discover that someone else has posted material belonging to you via the Site without your permission, please note the following.

  1. Termination of Repeat Infringer Accounts.  The Company respects the intellectual property rights of others and requests that the users do the same.  Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Site who are repeat infringers.  The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
  2. DMCA Take-Down Notices.  If you’re a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Site infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to the Company’s designated copyright agent at legal@flipadmit.com:
    1. The date of your notification;
    2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at the Site;
    4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
    5. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or email address;
    6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  3. Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
    1. Your physical or electronic signature; A description of the content that has been removed and the location at which the content appeared before it was removed;
    2. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
    3. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Pennsylvania and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Company copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in the Company’s discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Site, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content.

 The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Site and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than the Company.  The Company takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Site.  Under no circumstances will the Company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Site or transmitted to users.

The Company may display advertisements or promotions on the Site. We are not responsible for any loss or damage incurred by you as a result of your dealings with third party advertisers.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive emails via the email address you have submitted when you sign up on the Site; and (b) agree that all Terms, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.  The foregoing does not affect your non-waivable rights.

The Company may also use your email address to send you other messages, including information about the Company and Site and special offers. You may opt-out of such emails by changing your account settings or sending an email to info@flipadmit.com.

WARRANTY DISCLAIMER

THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SITE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR UPLOADING, DOWNLOADING, AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL SENT TO OR OBTAINED FROM THE SITE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SITE; (C) THE SITE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SITE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), FRAUD, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  IN NO EVENT WILL COMPANY’S LIABILITY TO YOU EXCEED $10. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

MODIFICATION OF TERMS OF USE

The Company can amend these Terms at any time.  It’s your responsibility to check the Site from time to time to view any such changes.  If you continue to use the Site, you show your agreement to our revisions to these Terms. Any changes to these Terms (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the Company.  No purported waiver or modification of these Terms by the Company via telephonic or email communications shall be valid.

PRIVACY POLICY

The Company respects the privacy of its users.  Please refer to our Privacy Policy (found here), which explains how we collect, use, and disclose information that pertains to your privacy.  When you access or use the Site, you show that you agree to this Privacy Policy.

GENERAL TERMS

If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law.  The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of these Terms.

You agree that any legal action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues.  Otherwise, such cause of action is permanently barred.

These Terms and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Pennsylvania, without regard to conflict of law provisions.

You agree to resolve any claims relating to these Terms or the Site through final and binding arbitration. Any arbitration will be conducted by the American Arbitration Association (AAA) under its commercial arbitration rules. The arbitration will be held in Philadelphia, PA.

ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR THE COMPANY MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST THE COMPANY OR OTHER USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

If you attempt to bring any legal action against the Company based in any way on the Site you agree that, in the event you do not prevail or the Company does prevail, you will reimburse the Company for any costs and attorneys’ fees associated with its defense of the action.

The Company may assign or delegate these Terms and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by you is void.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice. Current rates for the Company’s fees for providing the Site are here. You may contact us at legal@flipadmit.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

YOUR AGREEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THE TERMS, AND WILL BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.