FLIPDARE GLOBAL TERMS AND CONDITIONS

Effective Date: 25 February 2024

These Terms and Conditions (“Terms”) govern your access to and use of the Flipdare mobile
and tablet application (“Application”) and the services provided by Flipdare (“Flipdare”, “we”, “us”, “our”).
By accessing or using the Application, you agree to be bound by these Terms.
If you do not agree, you must immediately discontinue use of the Application and Services.

About the Application

1. The Application facilitates interactions between:
   1. individuals who view videos shared by others (“Receiver”); and
   2. individuals who upload and share videos (“Provider”),
   3. for the purpose of enabling communication, content sharing, payments, and related services (“Services”).
2. The Application is operated by Flipdare or its applicable regional entity.
3. Flipdare may amend these Terms at any time.
4. Changes take effect immediately upon posting.
5. Your continued use of the Application constitutes acceptance of the updated Terms.
6. You are responsible for reviewing the most current version of the Terms.

Acceptance of the Terms

1. You accept these Terms by creating an Account, accessing the Application, using the Services, or making any payment through the Application.
2. If you do not agree to these Terms, you must not use the Application or Services.

The Services

1. To access the Services, Receivers and Providers must register for an account (“Account”).
2. You may be required to provide personal information, including:
   • email address;
   • username;
   • password;
   • gender (optional).
3. You represent and warrant that all information provided is accurate, complete, and current.
4. Upon registration, you become a “Member” and agree to be bound by these Terms.
5. You may not use the Services if you are prohibited from doing so under the laws of your jurisdiction.

Your Obligations as a Member

1. As a Member, you agree to comply with the following obligations:
2. Age and Access Requirements
   1. The Application is accessible to users of all ages. However, certain features, transactions, or activities require the use of a valid credit card or other approved payment method.
   2. Access to these payment‑based or age‑restricted features is limited to individuals who are authorized credit‑card holders, which in most jurisdictions requires being at least 18 years old.
   3. If you are a minor in your jurisdiction, you may only access general, non‑payment features with the consent and supervision of a parent or legal guardian.
   4. By permitting a minor to use the Application, the parent or legal guardian agrees to be bound by these Terms and assumes full responsibility for the minor’s conduct.
3. You must not share, transfer or otherwise permit any other person to access or use your Account, profile or login credentials.
4. You must use the Services solely for purposes that are lawful and permitted by:
   1. these Terms; and
   2. all applicable laws, regulations, codes of conduct and generally accepted practices in the relevant jurisdictions.
5. You are solely responsible for maintaining the confidentiality and security of your password, login details and Account information. Any use of your Account by another person may result in immediate suspension or termination of your access to the Services.
6. You must immediately notify Flipdare of any unauthorized use of your Account, password or email address, or any other breach of security of which you become aware. You remain responsible for all activity conducted under your Account until such notification is received by Flipdare.
7. You must not impersonate any other Member or person, whether expressly or impliedly, nor may you use another Member’s Account, profile or credentials at any time.
   1. Any content, information or material that you upload, publish, broadcast, transmit or otherwise make available on the Application (“Your Content”) must be accurate, complete, lawful and kept up to date.
   2. You agree to maintain reasonable records of Your Content.
   3. You must not harass, threaten, stalk, intimidate, impersonate or otherwise engage in harmful or abusive conduct toward any Member or user of the Application (where interaction features are available).
   4. Your access to and use of the Application is personal, limited, non‑exclusive and non‑transferable, and is granted solely for the purpose of enabling you to use the Services in accordance with these Terms.
   5. You must not use the Application or the Services for any commercial purpose unless expressly authorized in writing by Flipdare. Unauthorized commercial use includes, without limitation, advertising, solicitation, promotion or resale of access to the Services.
   6. You must not use the Application or the Services for any unlawful, fraudulent or unauthorized purpose, including (without limitation) the collection of email addresses or personal information of Members by electronic or other means for the purpose of sending unsolicited communications, or the unauthorized framing, scraping or linking to the Application.
   7. You acknowledge that Flipdare may, without notice, remove any commercial advertisements, affiliate links, promotional material or other forms of solicitation from Member profiles or content.
   8. Flipdare reserves the right to take appropriate legal action in response to any unlawful or unauthorized use of the Application.
   9. You must not engage in any automated use of the Application or the Services, including (without limitation) the use of bots, scripts, crawlers, data‑mining tools or any other automated systems, unless expressly authorized in writing by Flipdare.

Using the Application as a Receiver

1. Receivers may view videos shared by Providers. Providers may require payment for access.
2. Flipdare does not guarantee the availability, accuracy, or quality of Provider content.

Using the Application as a Provider

1. Providers may upload and share videos with Receivers.
2. Providers may request payment for access to their videos.
3. Providers are solely responsible for ensuring their content complies with all applicable laws, including copyright, privacy, and classification laws.

Payments

1. Payments are processed through third‑party payment processors such as Stripe. By making payments, you agree to the processor’s terms.
2. Flipdare does not store or control credit card information.
3. Flipdare may deduct fees or commissions from Provider payments.
4. Flipdare may suspend or withhold payments if fraudulent or unlawful activity is suspected.

Fees

1. Stripe Processing Fees (USD)
   1. Fees are based on the location of Flipdare’s Delaware entity and are charged in U.S. dollars.
   2. Domestic U.S. Card Transactions
      • 2.9% + $0.30 per transaction.
   3. International Card Fee
      • Additional +1.5% if the card was issued outside the United States.
   4. Currency Conversion (FX) Fee
      • Additional +1% if payment is made in a currency different from Flipdare’s default settlement currency.
   5. Example
      • A foreign, non‑USD transaction may incur:
      • 2.9% + $0.30 + 1.5% (international) + 1% (FX) = 5.4% + $0.30, depending on card type and currency.
2. Flipdare Processing Fees
3. Standard Members
   1. 5% Flipdare processing fee.
4. VIP Members
   1. 3% Flipdare processing fee.
5. VIP Status Determination
   1. VIP status is determined by a proprietary formula that considers:
      • total views;
      • total content created;
      • total likes;
      • total dislikes;
      • total negative reports.
6. Flipdare may modify the VIP formula at its discretion.

Content Creation (Tasks and Promises)

1. Members may make a payment commitment (“Promise”) to a Provider (“Content Creator”) requesting the creation of a video (“Task”).
2. When a Creator accepts a Task, a 31‑day completion window (“completion window”) begins.
3. During the completion window, additional Members may also make Promises.
4. A Promise is created using Stripe to collect payment details, but no charge is made at the time of the Promise.
5. Minimum Promise Requirement
   1. Each Task includes a minimum Promise amount, determined at the time the Task is created.
   2. A Member may only make a Promise if the value of that Promise is greater than or equal to the minimum Promise amount.
   3. Flipdare may adjust minimum Promise thresholds from time to time to maintain platform integrity, prevent abuse, or ensure fair compensation for Creators.
6. If the Creator does not complete the Task within the completion window:
   1. all Promises are deleted;
   2. no charges are made;
   3. Members are notified.
7. Task Completion and Voting
   1. If the Creator completes the Task within 31 days:
      1. A 3‑day voting window (“voting window”) begins.
   2. Voting Process
      1. Members who made Promises may vote to “accept” or “reject” whether the Task was completed to their subjective standard.
   3. The votes are tallied within 24 hours after the voting window closes.
8. Outcomes When All Members Vote
   1. Majority Accept
      1. All Promises are charged and distributed to the Creator within 24 hours.
      2. All Members receive an email notification.
   2. Majority Reject
      1. All Promises are deleted.
      2. No charges are made.
      3. All Members receive an email notification.
9. Outcomes When Not All Members Vote
   1. If not all Members vote within the voting window, Flipdare uses a proprietary algorithm: “Algorithm to determine voting intention using incomplete information” (Patent Pending)
   2. The algorithm determines, with high confidence, whether a statistically significant cohort of Members would accept or reject the Task.
   3. Algorithm Determines Acceptance
      1. All Promises are charged and distributed to the Creator within 24 hours.
      2. Members receive an email notification of the algorithmic outcome.
   4. Algorithm Determines Rejection
      1. All Promises are deleted.
      2. No charges are made.
      3. Members receive an email notification of the algorithmic outcome.
10. Post‑Completion Access for Non‑Promising Users
    1. If a Task is accepted (whether by vote or algorithmic determination), Members who did not make a Promise may still access and view the completed content.
    2. Such Members must pay an access fee equal to the highest Promise amount within the Inter-quartile Range (IQR) of all Promises made for that Task.
    3. Promises that fall outside the IQR (statistical outliers) are excluded from the calculation to prevent manipulation or distortion of access pricing.
    4. Flipdare may adjust the statistical methodology used to determine IQR‑based pricing to ensure fairness, accuracy, and resistance to abuse.

Flipdare Not Responsible for Unpaid or Failed Promises

1. Flipdare acts solely as a facilitator of payment processing and does not guarantee, insure, or warrant that any Promise, payment, pre‑authorization, or transaction will be successfully completed, captured, settled, or paid.
2. All Promises are conditional and subject to the successful authorization, capture, and settlement of funds by Stripe or any other third‑party payment processor. Flipdare has no control over, and accepts no responsibility for, the approval, decline, reversal, dispute, chargeback, or failure of any payment or Promise.
3. Flipdare is not liable for any loss, damage, expectation, reliance, or compensation arising from:
   1. a declined card or failed payment;
   2. a reversed or disputed transaction;
   3. insufficient funds;
   4. expired or invalid payment methods;
   5. chargebacks or retrieval requests;
   6. fraud‑related holds;
   7. Stripe’s refusal to process or settle a payment;
   8. delays or failures caused by third‑party payment processors.
4. Creators acknowledge and agree that Promises are not guaranteed payments. A Promise does not constitute a debt owed by Flipdare, and Flipdare has no obligation to pay a Creator unless and until the underlying payment is successfully captured and settled by Stripe.
5. If Stripe or any payment processor fails to settle funds for any reason, Flipdare has no obligation to compensate the Creator, advance funds, or pursue recovery on the Creator’s behalf.
6. Members and Creators expressly release Flipdare from any claim, loss, or liability arising from failed, declined, reversed, or disputed payments, including any expectation of earnings or reliance on anticipated income.

Refund Policy

1. Flipdare acts solely as a facilitator and does not guarantee the quality of Provider content.
2. Flipdare does not issue refunds except where required by applicable law.
3. Receivers seeking refunds must:
   1. contact the Provider; and
   2. if unresolved after 14 days, submit a request to Flipdare.
4. Providers must cooperate with refund investigations.
5. Flipdare may suspend or remove Providers with repeated refund complaints.

Intellectual Property

1. All intellectual property in the Website and Services is owned or licensed by Flipdare.
2. You are granted a limited, revocable, non‑exclusive license for personal use.
3. You must not reproduce, distribute, or create derivative works without permission.
4. By uploading Your Content, you grant Flipdare a worldwide, perpetual, irrevocable, transferable, royalty‑free license to use, reproduce, distribute, display, adapt, and commercialize Your Content for the purpose of operating the Services.

Privacy

1. Your use of the Website is subject to Flipdare’s Privacy Policy.

Global Warranty Disclaimer

1. The Website and Services are provided “as is” and “as available.”
2. Flipdare does not guarantee uninterrupted, error‑free, or secure operation.
3. Flipdare is not responsible for:
   1. actions or omissions of Members;
   2. the accuracy or legality of Your Content;
   3. loss of data, corruption, unauthorized access, or security breaches;
   4. third‑party services, including payment processors.

Global Limitation of Liability

1. To the maximum extent permitted by law, Flipdare is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages.
2. Flipdare’s total liability shall not exceed the greater of:
   1. the amount paid by you to Flipdare in the past 12 months; or
   2. USD $100 (or equivalent).

Termination

1. You may terminate your Account at any time by providing written notice.
2. Flipdare may suspend or terminate your Account immediately if:
   1. you breach these Terms;
   2. required by law;
   3. your conduct harms Flipdare’s reputation;
   4. fraudulent or unlawful activity is suspected.
3. Upon termination, all licenses granted to you cease immediately.

Indemnity

1. You indemnify Flipdare against all claims, losses, damages, liabilities, and expenses arising from:
   1. Your Content;
   2. your use of the Website;
   3. your breach of these Terms.

Dispute Resolution (Global Default)

1. Before initiating legal proceedings, parties must attempt to resolve disputes through good‑faith negotiation.

Reporting, Reputation, Restrictions and Dispute Resolution

Reporting and Flagging of Content

1. Flipdare encourages all Members to report any content they believe to be illegal, harmful, or otherwise inappropriate while using the Application.
2. The Application includes a reporting mechanism on all user‑generated content, enabling Members to report conduct including, but not limited to:
   1. death or self‑harm;
   2. child abuse or exploitation;
   3. violence or threats;
   4. sexual assault or sex crimes;
   5. bullying or harassment;
   6. spam or unwanted content;
   7. criminal activity;
   8. legal issues;
   9. any other serious issue.
3. Depending on the severity of the reported content, Flipdare may forward the content, associated metadata, and relevant account information to external law‑enforcement or specialized governmental bodies, including but not limited to:
   1. Australian Federal Police (AFP);
   2. Federal Bureau of Investigation (FBI);
   3. INHOPE;
   4. Global Internet Forum to Counter Terrorism (GIFCT);
   5. Australian Centre to Counter Child Exploitation (ACCCE);
   6. National Center for Missing & Exploited Children (NCMEC).
4. Flipdare may also submit content to third‑party classification and safety APIs for the purposes of detecting, classifying, or escalating potentially illegal or harmful content and include, but not limited to:
   1. Google Content Safety API;
   2. Google CSAI Match;
   3. Google Sentiment Analysis;
5. Reputation System
   1. Flipdare maintains an internal reputation score (“Reputation”) for each Member to promote a safe and trustworthy environment.
   2. Reputation ranges from 0 (poor) to 100 (excellent).
   3. Each Member is assigned a Reputation score of 50 upon account creation.
   4. When a Member uploads content (including text, images, videos, or other media), Flipdare may use third‑party APIs to analyze the sentiment or nature of the content.
   5. Based on the analysis:
      1. negative content may decrease the Member’s Reputation;
      2. positive content may increase the Member’s Reputation.
   6. As a Member’s Reputation decreases, Flipdare may apply increased scrutiny, automated analysis, or additional safety checks to that Member’s content.
6. Automated Restrictions
   1. When a Member flags content, Flipdare may automatically apply restrictions to the reported Member based on:
      1. the severity of the reported content; and
      2. the reported Member’s Reputation.
   2. Automated restrictions may include, without limitation:
      1. inability to edit profile information;
      2. inability to use chat features;
      3. inability to create Tasks;
      4. inability to make Promises;
      5. inability to perform any combination of the above actions.
   3. If an automated restriction is applied:
      1. the reported Member will be notified via email; and
      2. the flagged content will be reviewed by a Flipdare support team member within 5 days.
7. Restriction Periods
   1. Restrictions may be applied for the following durations:
      • 1 day;
      • 2 days;
      • 3 days;
      • 1 week;
      • 1 month;
      • 3 months;
      • 6 months;
      • permanent.
   2. The restriction period is determined based on:
      1. the Member’s Reputation; and
      2. the severity of the content that triggered the restriction.
8. Disputes
   1. Any restricted Member may dispute the restriction by:
      1. contacting Flipdare support via the support link at https://www.flipdare.com; or
      2. if the Member still has access to the Application, submitting a dispute through the Admin > Disputes screen.
9. Dispute Resolution Process
   1. If a restricted Member requests dispute resolution:
      1. the process will be conducted within the Admin > Disputes screen if the Member retains access;
      2. if the Member does not retain access, Flipdare will create a temporary, limited‑access account enabling participation solely in the dispute process.
10. Third‑Party Mediator
    1. A restricted Member may request that a mediator participate in the dispute process.
    2. A mediator is:
       1. a Member of the Flipdare community;
       2. selected at random;
       3. required to have a high Reputation;
       4. required to accept the role voluntarily.
    3. The mediator’s identity is concealed from the restricted Member to prevent intimidation or retaliation.
11. Dispute Resolution Procedure
    1. The dispute resolution process involves:
       1. the restricted Member;
       2. a Flipdare support team member;
       3. a mediator (if requested).
    2. During the process:
       1. the restricted Member may present their case;
       2. the mediator or support team may request additional information;
       3. if the restricted Member does not respond within 5 days, the dispute is closed and the restriction remains in effect.
    3. After 7 days, or earlier if the restricted Member requests a final decision, the mediator or support team member has 1 day to determine whether the restriction should be:
       1. upheld;
       2. reduced; or
       3. removed.
    4. All participants in the dispute process will receive a transcript of the proceedings and the final decision via email.