1. Accepting These Terms
This document and the other documents we reference below make up our house rules, or what we officially call our Terms of Use (the “Terms” for short).
The Terms are a legally binding contract between you and Tiny Flippers LLC (“Indie Exit”). By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.
This contract sets out your rights and responsibilities when you use indieexit.com and the other services provided by IndieExit (we’ll refer to all of these collectively as our “Services”), so please read it carefully. By using any of our Services (even just browsing our website), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.
2. Your Privacy
We know your personal information is important to you, so it’s important to us. Our Privacy Policy details how your information is collected, used and shared when you use our Services. By using our Services, you’re also agreeing that we can process your information in the ways set out in the Privacy Policy, so please read it here.
3. Your Account with IndieExit
You’ll need to create an account with IndieExit to use some of our Services. Here are a few rules about buyer accounts with IndieExit:
A. You must be 18 years or older to use our Services.
B. Be honest with us. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account.
C. You’re responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business.
D. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.
E. Let’s be clear about our relationship. These Terms don’t create any agency, partnership, joint venture, employment, or franchisee relationship between you and Indie Exit.
4. Your Content
Content that you post using our Services is your content (so let’s refer to it as “Your Content”). We don’t make any claim to it, which includes anything you post using our Services (like shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).
A. Responsibility for Your Content. You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to all parts of Your Content and that you’re not infringing or violating any third party’s rights by posting it.
B. Permission to Use Your Content. By posting Your Content through our Services, you grant IndieExit a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help IndieExit function and grow. That way, we won’t infringe any rights you have in Your Content and we can help promote it. For example, you acknowledge and agree IndieExit may offer you or IndieExit buyers promotions on the Site, from time to time, that may relate to your listings.
C. Rights You Grant IndieExit. (Here’s the legalese version of the last section). By posting Your Content, you grant IndieExit a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote IndieExit, or your business in general, in any formats and through any channels, including across any IndieExit Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using your business. You also recognise our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.
D. Reporting Unauthorized Content. IndieExit has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has
been posted to the Services without your permission and you want it removed, please notify us immediately by email at contact@indieexit.com . If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.
5. Your Use of Our Services
A. License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services – subject to the Terms and the following restrictions in particular:
- Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services.
- Pay Your Bills. You are responsible for paying all fees that you owe to IndieExit.
- Don’t Steal Our Stuff. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services (including both IndieExit Intellectual Property and Seller Content) without our express permission.
- Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, excessive requests to our site or platform, or other harmful computer code.
- Follow Our Trademark Policy. The name “IndieExit” and the other IndieExit marks, phrases, logos, and designs that we use in connection with our Services (the Indie Exit Trademarks), are trademarks, service marks, or trade dress of IndieExit in the US and other countries.
- Talk to Us Online. From time to time, IndieExit will provide you with certain legal information in writing. By using our Services, you’re agreeing to our Electronic Communications Policy, which describes how we provide that information to you. It says that we can send you information electronically (such as by email) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.
- Do your own due diligence. We take reasonable steps to ensure that listings on our platform are accurate but you must do your own due diligence on any purchase or sale, we are not responsible for any loss, explicit or implied, caused by any fraud or misrepresentations made through our services.
6. Termination
Termination By You. We’d hate to see you go, but you may terminate your account with Indie Exit at any time by emailing us at contact@indieexit.com . Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination. Oh, and you’ll still have to pay any outstanding bills.
Termination By Indie Exit. We may terminate or suspend your account (and any accounts Indie Exit determines are related to your account) and your access to the Services should we have reason to believe you, your Content, or your use of the Services violate our Terms. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our website. Generally, IndieExit will notify you that your account has been terminated or suspended, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.
If you or IndieExit terminate your account, you may lose any information associated with your account, including Your Content.
We May Discontinue the Services IndieExit reserves the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in IndieExit’s policies under these Terms of Use. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
7. Warranties and Limitation of Liability (or the Things You Can’t Sue Us For)
Businesses You Purchase. You understand that IndieExit does not inspect any of the businesses sold through our Services. We provide the venue; the businesses in our marketplaces are produced, listed, and sold directly by independent sellers, so IndieExit cannot and does not make any warranties about their quality, safety, authenticity, or legality. Any legal claim related to a business or asset you purchase must be brought directly against the seller of the business or asset. You release IndieExit from any claims related to businesses or assets sold through our Services, including for defective businesses, misrepresentations by sellers, or businesses that are not as described.
Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. IndieExit is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Services other than to meet certain compliance and legal obligations, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgement in all interactions with others, especially if you are meeting someone in person. We will not be responsible for any fraudulent transaction and/or listing details.
Transactions. If you pay us to facilitate a transaction between you and another party, we reserve the right to withhold payment at our discretion till we are satisfied that the agreement between you and another party has been upheld by both parties. There is no time limit attached to how long we may withhold payment. We may request further information from one or both parties, and you are obligated to provide such information at the earliest. We may levy additional charges if any party delays the transaction or attempts to take undue advantage.
Third-Party Services. Our Services may contain links to third-party websites or services that we don’t own or control. You may also need to use a third party’s product or service in order to use some of our Services. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. IndieExit is not a party to those agreements; they are solely between you and the third party.
WARRANTIES. IndieExit IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER INDIEEXIT, NOR OUR EMPLOYEES OR DIRECTORS OR CONTRACTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL INDIEEXIT’ AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID INDIEEXIT IN THE PAST TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Indemnification (or What Happens If You Get Us Sued)
We hope this never happens, but if IndieExit gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend IndieExit (including any of our employees or contractors) and hold us harmless from any legal claim or demand (including reasonable lawyer’s fees) that arises from your actions, your use (or misuse) of our Services, your
violation of the Terms, or your violation of any rights of a third party. This means you’ll pay for any legal costs, damages, or settlements that arise from these claims.
9. Dispute Resolution (or How We Settle Our Differences)
A. Binding Arbitration and Class Action Waiver. We hope we can resolve any disputes with you amicably, but if we can’t, we’ve agreed with you in advance that we’ll resolve them through binding individual arbitration, which means that you waive your right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. This arbitration provision applies to all claims arising out of or relating to the Terms or the Services, including any claims that arose before these Terms were adopted.
B. Arbitration Rules and Forum. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (“Rules”). You can access the Rules here [link to AAA Consumer Arbitration Rules]. The arbitration will be held in San Francisco, California, or, at IndieExit’ election, in the county of your residence.
C. Fees. We will pay the filing fee for the initial arbitration claim. You are responsible for filing fees for any additional claims you file or counterclaims you assert.
D. Severability. If any part of this arbitration provision is found to be unenforceable, such part shall be struck and the remaining provisions shall be enforced.
E. No Class Actions. YOU AND INDIEEXIT AGREE THAT, AS PART OF THIS ARBITRATION AGREEMENT, EACH OF US AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO LITIGATE ANY CLAIM ARISING OR RELATING TO THE TERMS OR THE SERVICES AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT AS A REPRESENTATIVE.
10. Governing Law and Jurisdiction
The Terms and your use of the Services will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws provisions.
11. Changes to the Terms
IndieExit may revise the Terms at any time, so please review them periodically. We will provide notice of any material changes by (i) posting the revised Terms on the Services and (ii) notifying you by email (to the email address associated with your account, if any). Your continued use of the Services after the revised Terms are posted constitutes your agreement to the revised Terms.
12. Entire Agreement
The Terms, including any future amendments and additional agreements, constitute the entire agreement between you and IndieExit regarding the Services. They supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
13. Contact Us
If you have any questions about the Terms or the Services, please contact us by email at contact@indieexit.com .