Flippa.com, AscendantFX Capital USA Payment Service Terms
Last Updated: Wednesday 19 January 2022
Flippa Inc. (“Company“) has contracted with AscendantFX Capital USA Inc. (“AscendantFX”), a licensed and regulated financial services provider to facilitate payment services related to transactions on the Site (the “Payment Service”). Customer funds that are held by AscendantFX are held in a regulatory trust bank account. AscendantFX maintains surety bonds with the state of Florida to further protect customer funds.*
In the event of a conflict between this PST and the Flippa.com Terms of Service, this PST shall prevail.
Updates to PST
We may, in our sole discretion, modify the PST by posting a notice on this PST page. The “Last Updated” date at the top the PST page indicates when the latest modifications were made to the PST. By continuing to access and use the Payment Service you agree to any such modifications. Therefore, you are responsible for reviewing and should become familiar with any such modifications. You are encouraged to review this PST periodically and to check the “Last Updated” date at the top of this PST for the most recent version. In addition, when using services or features on the Site, you will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into this PST.
The Payment Service may be modified, updated, interrupted, suspended or discontinued at any time, in the sole discretion of the Company, without notice or liability. The Payment Service may be unavailable at certain periods, including but not limited to systems failures, anticipated or unanticipated maintenance work, upgrades or force majeure events.
The Company reserves the right, at any time, in its sole discretion to modify, temporarily or permanently block access to, suspend, or discontinue the Payment Service, in whole or in part, with or without notice and effective immediately to any User.
The Company will have no liability whatsoever for any losses, liabilities or damages you may incur as the result of any modification, suspension, or discontinuation of the Payment Service or any part thereof.
The Payment Service is meant for those at least eighteen (18) years of age or the age of majority where you reside, whichever is younger. Use of the Payment Service by anyone under this age is a violation of this PST.
You acknowledge that all the intellectual property rights in the Payment Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, service marks, trade names, domain names, slogans, logos, other files and the selection and arrangement thereof, and other indicia of origin that appear on or in connection with any aspect of the Payment Service (collectively the “IP”) are either the property of the Company, its affiliates or licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to IP not expressly granted in this PST are reserved to their respective copyright owners.
Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Payment Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.
Use of the Payment Service, General
You may be required to create an account to use the Payment Service and/or take advantage of certain features, in which case you agree to:
- provide true, accurate, current and complete information about yourself, and your company if applicable, as prompted by the Payment Service;
- as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Payment Service by you; and
- that your account is for your personal and/or business use.
You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur in your account. Your account is meant to be private, and you shall not share your account for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Payment Service, including charges resulting from unauthorized use of your account.
You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.
You agree to use the Payment Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Payment Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Payment Service in any manner that interferes with its normal operation or with any other User’s use of the Payment Service.
You may not do any of the following while accessing or using the Payment Service:
- access, tamper with, or use non-public areas of the Payment Service, our computer systems, or the technical delivery systems of our providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Payment Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Payment Service to send altered, deceptive or false source-identifying information; or
- disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Payment Service, or otherwise creating an undue burden on the Payment Service.
You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Payment Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Payment Service.
You further agree that you will not access the Payment Service by any means except through the interface provided by Company for access to the Payment Service. Creating or maintaining any link from another application to any page at the Payment Service without the prior authorization of Company is prohibited. Running or displaying the Payment Service, or any information or material displayed via the Payment Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Payment Service must comply with all applicable laws, rule and regulations.
Furthermore, you herein agree not to make use of the Payment Service for:
- uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
- causing harm to any minor in any manner whatsoever;
- impersonating any individual or entity, including, but not limited to, any company, group or forum leaders, or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
- forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
- uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
- uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
- uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
- uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other Users’ ability to participate in any real-time interactions;
- interfering with or disrupting any of the Payment Service servers and/or networks that may be connected or related to our Site, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
- intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law;
- providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance with Section 219 of the Nationality Act;
- stalking or with the intent to otherwise harass another individual; and/or,
- collecting or storing of any personal data relating to any other User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
Company makes no representation that the Payment Service is accurate, appropriate or available for use in any particular jurisdiction or that this PST comply with the laws of any specific country. Visitors who use the Payment Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Payment Service from any territory where it’s use is illegal, and that you, and not the Company Parties (as defined below), are responsible for compliance with applicable law.
Additional Obligations of Buyers.
All Buyers must designate a payment mechanism including name on the account and account number and any other identifying information we may require. We accept ACH debit or Wire Transfer methods to fund your account.
Buyers must have entered into a Sale or Asset Purchase Agreement with the Seller. Buyer shall provide a required inspection period during which the Buyer shall have the right to inspect all assets to determine if they are complete in accordance with the Sale or Asset Purchase Agreement. Upon notification from Buyer that the assets delivered are in accordance with such an agreement, Flippa shall release the funds according to the terms of the agreement. In the event Buyer believes the delivered assets are not as stated in the agreement, Buyer must notify Flippa of such defect by submitting a deficiency notice during the inspection period. Should Buyer not provide Flippa with a notice of deficiency prior to the end of the inspection period, such will mean acceptance of the assets. Upon acceptance, either by written confirmation or failure to issue a deficiency notice, Buyer authorizes Flippa to remit the purchase price to the Seller, less any Flippa fees.
In the event of a dispute between the Buyer and Seller related to a transaction, Buyer acknowledges and agrees that it shall follow the dispute resolution process set forth in the Terms, the Asset Purchase Agreement, or Contract of Sale.
Additional Obligations of Sellers
Sellers shall provide to Company a valid bank account for disbursement of proceeds in the event of a sale. Flippa shall not be responsible for any incorrect bank information provided by Seller and shall have no liability for funds delivered to such an account in accordance with the information provided to Flippa.
Upon delivery by Seller to the Buyer and Buyer’s notification of acceptance of the assets in accordance with a Sale or Asset Purchase Agreement, Flippa shall transfer the funds due to Seller, and shall deduct all Flippa fees from such transfer.
In the event of a dispute between the Buyer and Seller related to a transaction, Seller acknowledges and agrees that it shall follow the dispute resolution process set forth in the Terms, the Asset Purchase Agreement, or Contract of Sale.
Third Party Operators and Websites.
In the event we include links via the Payment Service to third-party operators and/or websites, including AscendantFX (hereinafter referred to as “Third Party Provider”), which may include products, goods, services or information offered therein, these links are provided only as a convenience. If you clickthrough using these links to other websites, you may leave our Site. We do not control nor endorse any such Third-Party Provider. You agree that the Company Parties will not be responsible or liable for any content, products, goods, services or information provided or made available by a Third-Party Provider, including related websites, or for your use or inability to use the services of a Third-Party Provider.
We expressly disclaim any responsibility for the content, legality, or accuracy of any information, and for any content, products, goods, services or information, which appear on any Third-Party Provider website or in advertisements or content that a Third-Party Provider may have listed or offered on our Site.
Term and Termination
Subject to this section, the PST will remain in full force and effect while you use the Payment Service. We may suspend or terminate your rights to use the Payment Service (including your account) at any time for any reason, or no reason, at our sole discretion, including for any use of the Payment Service in violation of this PST.
Upon termination of your rights under this PST, your account and right to access and use the Payment Service will terminate immediately. You understand that any termination of your account may involve deletion of your account from our live databases.
The Company will not have any liability whatsoever to you for any termination of your rights under this PST, including for termination of your account or deletion of your information. You may terminate your use of the Payment Service at any time, subject to any pending transactions.
You expressly acknowledge, represent, warrant, and agree that you understand:
- the Company does not warrant or guarantee the suitability or availability of any Third-Party Provider goods or services, including without limitation any, data, products, or services, found through the Payment Service.
- the Company does not screen the authenticity or quality of any material or content or any provider of material or content, including, data, products, or services found through the Payment Service.
- Neither Company, nor its employees or officers, are presenting themselves for the purpose of the Payment Service as legal counsel, financial advisor, or any other qualified professional and make no representations or promises regarding any transactions posted to the Site.
You are of legal age to form a binding contract and are at least eighteen (18) years of age or you have the authority of such legal entity to form a binding contract; all information you provide to us is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Payment Service and take full responsibility for the selection and use of and access to the Payment Service.
You agree to indemnify, defend and hold harmless the Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”) against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Payment Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Payment Service, your breach of this PST, your infringement or violation of any rights of another, or termination of your access to the Payment Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
You hereby release and forever discharge the Company Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Payment Service, including any interactions with, or act or omission of, and including but not limited to: (i) your use of the Payment Service, (ii) any activity related to your accounts by you or any other person, (iii) your violation of this PST; (iv) your infringement or violation of any rights of another, or (v) your violation of applicable laws or regulations.
Warranties, Disclaimers and Limitations of Liability.
You expressly understand and agree that:
Your use of the Payment Service is at your sole risk. The Payment Service is provided on an “as is” and “as available” basis. The Company Parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose and non-infringement. Without limiting the generality of the foregoing, the Company Parties make no warranty that: (i) the Payment Service will meet your requirements; (ii) the Payment Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Payment Service will be accurate or reliable; (iv) the quality of any and all products, services, or information, including all merchandise, products, goods or services, obtained or purchased by you directly or indirectly through the company Payment Service will meet your expectations or needs; and/or (v) any errors in the Payment Service will be corrected.
The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Payment Service, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Payment Service; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Payment Service; (v) for any disputes between Users of the Payment Service or between a User of the Payment Service and a Third Party; or (vi) for any other matter relating to the Payment Service or any Third Party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises the Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The products, information and services offered on and through the Payment Service would not be provided to you without such limitations.
The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with or relating to the actions and activities of any third-party contractors and suppliers of services we may engage to provide services to you.
Notwithstanding the foregoing, the sole and entire maximum liability of the Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the charges paid by you directly to company via the Payment Service, if any, for Payment Services only, provided solely and directly by Company to you during the three (3) months since the cause of action arose.
You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action occurred or it will be permanently barred.
Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.
If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Applicable Law and Jurisdiction
This PST applies only to transactions arising within Canada and the United States and shall be governed by the laws of the State of Texas without reference to conflict of law principles. The parties agree that the United Nations Convention on Agreements for the International Sale of Goods shall not apply to this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this agreement. The parties agree that the venue for any matter arising out of or pertaining to this PST shall be held in the state and federal courts located in the State of Texas. Any controversy, claim, suit, injury or damage shall be heard on an individual basis and shall not be consolidated with any controversy, claim, suit, injury or damage of any other party. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS OF PAYMENT SERVICE INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE PAYMENT SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
In the event that any dispute between the parties should result in litigation, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the Prevailing Party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For the purposes of this Section: (a) attorney fees shall include, without limitation, fees incurred in the following: (1) post judgment motions, (2) contempt proceedings, (3) garnishment, levy, and debtor and third party examinations, (4) discovery, and (5) bankruptcy litigation; and (b) “Prevailing Party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.
Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.
Severability. If any provision of this PST is held by a competent court to be invalid or unenforceable under applicable law, then such provision shall be severed from this PST and the remainder of the PST shall be interpreted as if such provision were so severed and shall be enforceable in accordance with its terms.
Waiver. No waiver of any term or right in this PST shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision as stated in this PST shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this PST thereafter. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
Interpretation. The paragraph headings of this PST are inserted for convenience only and shall not constitute a part of this PST in construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.
Assignment. You may not assign any of your rights or obligations under this PST, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under this PST in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
No Third-Party Beneficiaries. This PST does not and is not intended to confer any rights or remedies upon any person or entity other than you.
If you have any comments or questions regarding this PST or wish to report any violation of this PST, you may contact us at [email protected].
*3478 Buskirk Ave., Suite 1000, Pleasant Hill, CA 94523, United States; FinCEN Registration Number: 31000080534871; Florida Office of Financial Regulation, Money Transmitter License No.: FT230000115. Additional information and licensing is available here.