Terms & Conditions

Last updated: September 5, 2017

Flpbit S Corporation (“Flpbit”, “we”, “our”, “is a corporation that provides online and mobile application-based discount stock brokerage services to self-directed investors. These Terms and Conditions are in addition to any other agreements between the customer (“customer”, “user”,” you”) and Flpbit, including any customer or account agreements and any other agreements that govern your use of software, products, goods, services, content, tools, and information provided by us.

General

The Flpbit website and mobile application (collectively, the “Service”) may include or make available certain content (the “Content”). Content includes, without limitation: (1) account positions, balances, transactions, confirmations, and order history; (2) general news and information, commentary, research reports, educational material and information and data concerning the financial markets, securities and other subjects; (3) market data such as quotations for securities transactions and/or last sale information for completed securities transactions reported in accordance with federal securities regulations; (4) financial and investment interactive tools, such as alerts or calculators; (5) tax preparation, bill payment and account management tools; (6) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Flpbit, and Marks owned by Third Party Providers (defined below); and (7) any other information, content, services, or software. Certain Content is furnished by third parties (each, a “Third-Party Provider” and collectively, the “Third-Party Providers”). Such Content (“Third Party Content”) includes, without limitation, any information, content, service or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums”). Third Party Content may be available through framed areas or through hyperlinks to the Third-Party Providers’ websites.

Acceptance of Terms and Conditions

By using the Service and the Content, you agree to follow and be bound by these Terms and Conditions, including the policies referenced herein. Our customers are granted additional levels of access to the website and their relationship with Flpbit is governed by additional agreements and terms of use, such as the Customer Agreement. You agree that Flpbit may terminate the entire Service, as well as your account, at any time subject to our discretion.

Disclaimer and Limitations of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, Flpbit and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Neither we nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk.

Neither we nor the Third Party Providers explicitly or implicitly endorse or approve any Third Party Content. Third Party Content is provided for informational purposes only.

The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

FLPBIT AND THE THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FLPBIT OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE. WE DO NOT GUARANTEE ANY FINANCIAL PROFIT.

Profit and Invoice Generation

Flbpit will create an invoice for each customer on the first (1st) calendar day of each month for your prior month’s profit. The invoice will state the profit accrued by the user as well as the commission retained by Flpbit on said gains. Flbit will receive a 20% commission of the profits generated by your use of the Service. Flbit reserves the right to change the percentage of commission at any time. A minimum of five (5) dollars (USD) must be earned for such an invoice to be created. You agree that Flpbit reserves the right to alter this minimum at any time. If the minimum profit is not gained by the user through use of the Service, the profit will continue to accrue until said minimum is met at which point an invoice will be generated by Flpbit. You agree to Flpbit’s ability to alter the above terms of Profit and Invoice Generation at any time subject to our discretion.

Referral Program

Flbpit has instituted a Referral Program (the “Program”) which rewards users for referring Flpbit to prior non-users (also “new customer”, “new user”). This program will only be available to specific users subject to our discretion. A current user who refers a prior non-user will receive a portion (“referral rate”) (5%) of the 20% commission retained by Flpbit. You agree that Flpbit reserves the right to alter the referral rate as well as the original rate of commission at any time subject to our discretion.

The customer who refers a new customer will receive a payment subject to the aforementioned referral rate when the referred customer pays their invoice. If the invoice is not paid, the referring customer will not receive a payment. A referring customer will only receive a payment subject to the referral rate once Flpbit’s commission is paid.

You must accrue a Minimum (the “minimum”) of five (5) dollars (USD) through use of the Program to receive a payout from Flpbit. Flpbit pays your account every Monday for the commission you have received through use of the Program. If you do not meet this minimum, your current commission will roll over each Monday until you have accrued the minimum, whereupon you will be paid all commission you have accrued through use of the Program prior to accruing the minimum.

You agree that Flibit’s use of the Referral Program may be entirely terminated or discontinued at any time, subject to our discretion. You agree that your account’s access to the Program may be terminated or discontinued at any time, subject to our discretion.

You agree to the following: (i) In the event that Flpbit decides to discontinue the Program, all current referrals would continue to get paid as scheduled, but it would cease to be offered to new customers, per our discretion. If your access to the referral program is discontinued, your account would receive the payment subject to the current referrals’ referral rate and your ability to make new referrals thereafter will be subject to our discretion only; (ii) In the event that Flpbit decides to terminate the Program, all referrals would cease to make a percentage profit from the commission Flpbit receives. If your access to the referral program is terminated, all referral payments your account receives will cease, and your ability to make new referrals thereafter will be subject to our discretion only.

No Recommendations or Investment Advice

Flpbit provides self-directed investors with discount brokerage services, and does not make recommendations or offer investment advice of any kind. You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content. You agree not to hold us or any Third-Party Provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the Service or any Third-Party Provider websites. Past performance data should not be construed as indicative of future results.

U.S. Residents Only

The Content and the Service are intended for United States residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.

Content

Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. Neither we nor the Third-Party Providers have undertaken any duty to update any such information. Flpbit does not prepare, edit, or endorse Third Party Content. Flpbit does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites. You will not hold us and/or any Third-Party Provider liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by i) any error or delay in the transmission of such Content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of Flpbit and/or Third-Party Provider, or iv) non-performance.

Any price quotes may be delayed 20 minutes or longer, according to the rules and regulations applicable to exchanges and Third Party Providers. Neither we nor the Third-Party Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither we nor the Third-Party Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment. Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

You acknowledge that Flpbit is the sole owner of Flpbit Marks and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior express written consent of the respective owners.

Termination; Modification

You agree that, without notice, we may terminate these Terms and Conditions, or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. These Terms and Conditions will terminate immediately without notice from Flpbit if you, in our sole discretion, fail to comply with any provision of these Terms and Conditions. Flpbit shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension. Flpbit and/or the Third-Party Providers may discontinue or modify the Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Flpbit, and the Third-Party Providers, for any loss or damages arising from or relating to such discontinuation or modification.

Communications

By using the Service or the Content, you consent to any form of recording and retention of any communication, information and data exchanged between you and Flpbit or its representatives or agents. You agree that you may not store, save, record, or publish any communication, information and data exchanged between you and Flpbit or its representatives or agents without our explicit prior consent.

External Links

Flpbit and/or the Third-Party Providers may provide links to other websites or resources. Because neither we or the Third-Party Providers have any control over such sites and resources, you acknowledge and agree that neither we nor the Third Party Providers are responsible for the availability of such external sites or resources. Flpbit and the Third Party Providers do not endorse and are not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that neither we nor the Third Party Providers shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Applicable Policies

In addition to these Terms and Conditions, your access to and use of the Content and the Service is subject to Flpbit‘s then-current policies relating to the Content and the Service, including, without limitation, the Flpbit Privacy Policy available on the Service. You agree to be bound by these policies and all other Flpbit policies applicable to the access and use of the Content and the Service. By using the Service, you are consenting to have your personal data transferred to and processed by Flpbit and its affiliates. As part of providing you the Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

Indemnification

You will indemnify and hold harmless Flpbit and the Third Party Providers, and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Flpbit and the Third Party Providers, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to your access and/or use of, or interaction with the Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.

Revisions

We may at any time revise these Terms and Conditions by updating this document. You agree to be bound by subsequent revisions and agree to review these Terms and Conditions periodically for changes. The most updated version of this document will be available for your review under the “Flpbit Terms and Conditions” link that appears on the Flpbit website and mobile application.

Applicable Law and Venue; Severability

You agree that these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in courts located in Orange County, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.