FLX Distribution Website and Platform Terms and Conditions (or the “Agreement” or “Terms and Conditions”)

FLX Distribution, Inc. (“FLX”) is a Resource & Asset Management Platform providing traditional distribution solutions combined with sharing economy concepts across three distinct markets including offering the website https://flxdst.com and its Resource & Asset Management Platform (the “Website” or the “Services”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.


Acceptance of Terms

By using the FLX Services, you (the “Member”) agree to be bound by the Terms and Conditions specified below.

THESE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME AND PUBLISHED AT HTTPS://FLXDST.COM/TERMS-CONDITIONS, AND AS INCORPORATING THE FLX PRIVACY POLICY AVAILABLE AT HTTPS://FLXDST.COM/PRIVACY-POLICY, ARE A LEGAL AGREEMENT BETWEEN YOU AND FLX.

FLX reserves the right to amend these Terms and Conditions at any time by posting the amended terms to through the Services and on the Website. Your continued use of the FLX Services constitutes acceptance of the terms amended or otherwise. If you do not agree with these Terms and Conditions or are dissatisfied with the FLX Services or any other terms, conditions, rules, policies, guidelines, or practices of FLX, your sole and exclusive remedy is to discontinue your use of the FLX Services.


Use of FLX Services

You agree to use the FLX Services only for lawful purposes. Unless specifically stated otherwise, all information and material offered through the Services are made available for informational purposes only.

Specifically, you agree not to do any of the following:

  • a) upload to or transmit on the FLX Website any defamatory, indecent, obscene, harassing, excessively violent or otherwise objectionable material;
  • b) upload to or transmit on the FLX Website any material that is, or may be, protected by copyright, without permission from the copyright owner;
  • c) use the FLX Website to violate the legal rights (including the rights of publicity and privacy) of others;
  • d) intercept or attempt to intercept electronic mail not intended for you;
  • e) misrepresent an affiliation with any person or organization;
  • f) restrict or inhibit other members' use of the FLX Website;
  • g) upload or otherwise transmit files that contain a virus or otherwise corrupted data;
  • h) download a file or software or include in a message any software, files, or links that you know, or have reason to believe, cannot be distributed legally over the FLX Website or that you have a contractual obligation to keep confidential (notwithstanding its availability on the FLX Website).

Copyright

The materials hosted on the FLX Website are protected by United States and international laws regarding copyrights, trademarks, trade secrets, and other proprietary rights. You are authorized to use the content on the FLX Website for internal business purposes only. Neither title nor intellectual property rights to any information or material available through the Website are transferred to you but remain with FLX or the applicable owner of such content.

You will refrain from posting any information or items to the Website which are copied, in whole or in part, from third-party sources without authorization. For more information, see our Copyright Policy, which is incorporated by reference into these Terms and Conditions. If you do not agree to the Copyright Policy, do not use the Website.


Ownership of Content

"Content” shall mean and include, without limitation, data, images, drawings, photographs, video, audio, text, and all other material and information you see through the Website. Any Content or opinions uploaded, expressed, or submitted to any publicly available section of the FLX Website, and all articles and responses to questions, other than such Content provided by FLX, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of FLX. You understand and acknowledge that you are responsible for whatever Content you submit, and you, not FLX, have full responsibility for such Content, including its legality, reliability, and appropriateness. By uploading or otherwise transmitting material to any area of the FLX Website, you warrant that the material is your own, is in the public domain, or otherwise free of proprietary or other restrictions and that you have the right to use it, including by posting it to the FLX Website. You grant to FLX the right to use all such Content you upload or otherwise transmit to the FLX Website in any manner FLX chooses, including but not limited to copying, displaying, performing, or publishing it in any format whatsoever, and modifying it, incorporating it into other material, or making a derivative work based on it.

FLX reserves the right, but does not assume any responsibility, to remove from the FLX Website any material posted by you on the FLX Website that FLX, in its sole discretion, deems inconsistent with the foregoing commitments, including any material FLX has been notified of, or has reason to believe, constitutes a copyright infringement. However, FLX can neither review all material prior to transmission on the FLX Website nor ensure prompt action with respect to objectionable material after it is transmitted on the FLX Website. Accordingly, FLX assumes no liability for any action or inaction regarding transmissions, communications, or other content that is provided by third parties.

Your failure to comply with the above provisions may result in the termination of your membership to the FLX Website and may expose you to civil or criminal liability.

Materials

The information contained herein has been obtained from sources believed to be reliable, but its accuracy and completeness is not guaranteed. FLX reserves the right at any time and without notice to change, amend, or cease publication of the information. It has been prepared solely for informative purposes. FLX may also make improvements and changes to the materials provided at any time without notice.

Performance data contained on the Website represents past performance, and the investment return and principal value of an investment will fluctuate over time and may be worth more or less than their original cost. Past performance does not guarantee future results.


Third-Party Sites

Third-party links (“Links”) and other information on the Website may be provided by independent third-parties and are not guaranteed to be accurate, complete, or timely. Neither FLX nor independent third-party providers shall have any liability, contingent or otherwise, for the accuracy, completeness, timeliness, or correct sequencing of the information, or for any decision made or action taken by you in reliance upon the information. Links and other information provided are shown for your convenience only. Linked websites are independent and are not owned or operated by FLX. FLX does not endorse any linked websites, nor does FLX guarantee the timeliness, accuracy, completeness, or adequacy of any information posted on the linked websites. FLX does not necessarily agree with any opinion, outlook, or forecast stated on any linked website. FLX reserves the right to terminate, modify, or change the links and other information at any time without notice.


No Recommendation

The FLX Website is provided for informational purposes only and should not be construed to be a recommendation to buy or sell securities. Nothing on the Website shall be considered a recommendation or solicitation to buy or an offer to sell a security to any person in any jurisdiction. Any investment decisions you may make on the basis of any information found on this Website is your sole responsibility. FLX does not represent, warrant, endorse, or guarantee any advertised products or services, and the identification or listing of products, services, links, or other information on the FLX Website or any linked website does not constitute or imply any sponsorship, affiliation, or recommendation by FLX. You assume all responsibility and risk associated with your use of the FLX Website and the Internet generally.


Disclaimers

FLX MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY OF MATERIALS, OR THE NON-EXISTENCE OF ERRORS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. FLX RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WITHOUT ANY PENALTY OR OBLIGATION AND WITHOUT ANY NOTICE REQUIREMENT, TO DISCONTINUE, CHANGE, IMPROVE, OR CORRECT THE INFORMATION, ALGORITHMS, FORMULAS, CALCULATIONS, DESIGNS, AND DESCRIPTIONS PROVIDED IN THE MATERIALS, AND TO SUSPEND OR DENY ACCESS TO MEMBER FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, IMPROVEMENTS OR CORRECTIONS. SERVICES ARE PUBLISHED AS OF ITS DATE ONLY, AND FLX HAS NO RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION (WHETHER OR NOT MATERIAL EVENTS OCCUR RELATING TO MARKET CHANGES, FINANCIAL UPDATES, NEWS EVENTS, OR ANY OTHER EVENT WHICH MAY IMPACT THE MATERIALS AND THE INFORMATION FOUND THEREIN).

FLX DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE, AND THE MATERIALS SHOULD NOT BE RELIED UPON AS SUCH. FLX IS NOT A LICENSED FINANCIAL OR INVESTMENT ADVISOR. ALL SERVICES SHOULD BE USED WITH THE SUPERVISION OF A LICENSED FINANCIAL OR INVESTMENT PROFESSIONAL THAT IS ABLE TO UNDERSTAND THE RISKS INVOLVED IN USING THE SERVICES TO MAKE INVESTMENT DECISIONS.

MEMBER EXPRESSLY ACKNOWLEDGES THAT FLX IS PROVIDING THE SERVICES PURSUANT TO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THIS AGREEMENT. MEMBER EXPRESSLY AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN SHALL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES OF, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR THE TERMINATION OR SUSPENSION BY FLX OF MEMBER’S USE OF, OR ACCESS TO, THE SERVICES.

IN NO CASE SHALL FLX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR INTERACTIONS WITH FLX. IN NO CASE SHALL THE LIABILITY OF FLX TO YOU EXCEED THE AMOUNT THAT YOU PAID TO FLX DURING THE PRIOR ONE (1) MONTH PERIOD FOR THE APPLICABLE SERVICES GIVING RISE TO ANY SUCH LIABILITY.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF FLX WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. FLX DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.


Indemnification

You agree to indemnify and hold harmless FLX, its affiliates, agents, third-party information providers, merchants, licensors, and others involved in the delivery of the FLX Website or the delivery of products, services, or information over the FLX Website, and their respective officers, employees, and directors, from and against any and all liabilities, expenses, damages, and costs, including reasonable attorney's fees, resulting from any violation by you of this Agreement or otherwise arising out of your use of the FLX Website.


Privacy

FLX's use of your personal information accords with our Privacy Policy and is incorporated by reference into these Terms and Conditions. If you do not agree to the Privacy Policy, do not use the Website. Members are fully responsible for taking precautions and using security measures best suited for their situation and intended use of the Website.


Feedback

Any communications between Member and FLX, such as email or other correspondence, in which Member offers suggestions or comments for improving or modifying the Services or any part thereof (“Feedback”) will be deemed to be non-proprietary, and Member agrees that:

  • a) the Feedback is not confidential or proprietary information of any third party and Member has all of the necessary rights to disclose the Feedback to FLX;
  • b) FLX may irrevocably and freely use, reproduce, publicize, and exploit the Feedback; and
  • c) Member is not entitled to receive any compensation or reimbursement of any kind from FLX in relation to such Feedback.

Jurisdiction and Choice of Law

These Terms and Conditions shall be governed in all respects by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law principles. These Terms and Conditions, as they may be amended from time to time, completely and exclusively state the agreement between you and FLX with respect to the FLX Website, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Any cause of action you may have with respect to the FLX Website must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred. Exclusive jurisdiction over any cause of action arising out of these Terms and Conditions or your use of the FLX Website shall be in the state or federal courts located in New York. You agree to submit to the jurisdiction of such courts.


Severability

These Terms and Conditions, including the documents expressly incorporated by reference, constitute the entire agreement between you and FLX. If any provision of this Agreement is or becomes fully or partially invalid or unenforceable for any reason whatsoever or should be adjudged to violate any applicable law, this Agreement is to be considered divisible as to such provision and such provision, to the extent that it is invalid or unenforceable, is to be deemed deleted from this Agreement, and the remainder of this Agreement shall be valid and binding as if such provision were not included herein.


Waiver

No waiver of any violation or non-performance of this Agreement shall be deemed to be a waiver of any subsequent violation or non-performance.


Contact

Please contact FLX at [email protected] if you have any questions.