FLRPL Terms of Use

1. Acceptance of Terms and Binding Agreement

These Terms of Use ("Terms") govern your access to and use of the FLRPL website, mobile applications, and any related services, features, tools, or functionality (collectively, the "Platform"). The Platform is owned and operated by FLRPL, Inc., a Delaware corporation ("FLRPL," "we," "us," or "our").

By accessing, browsing, registering for, or using the Platform in any manner, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legally binding contract between you and FLRPL.

If you are using the Platform on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, all references to "you" shall include both you individually and such entity.

2. Modifications to These Terms

FLRPL reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. We may provide notice of changes by updating the "Last Updated" date above, by posting a notice on the Platform, or by other reasonable means. Unless otherwise stated, amended Terms become effective immediately upon posting.

Your continued use of the Platform after any modification constitutes your binding acceptance of the revised Terms. You further agree that amended Terms apply prospectively and retroactively to the fullest extent permitted by law, including to disputes arising prior to the effective date of the amendment. Your sole remedy if you do not agree to the amended Terms is to discontinue use of the Platform.

3. Description of the Platform and FLRPL's Limited Role

FLRPL operates a technology platform designed to connect verified brick-and-mortar merchants with local consumers for the purpose of discovery, communication, and offline transactions. FLRPL does not sell, resell, broker, ship, deliver, inspect, verify, or take possession of any products listed on the Platform.

FLRPL is not a party to any transaction between merchants and shoppers. All transactions, including pricing negotiations, payments, inspections, pickup, warranties, returns, refunds, and dispute resolution, occur solely and directly between the merchant and the shopper outside of the Platform.

FLRPL expressly disclaims any role as an agent, broker, fiduciary, escrow provider, or representative of any user. Nothing on the Platform shall be construed as an endorsement, certification, or guarantee of any merchant, product, or transaction.

4. Eligibility

You must be at least eighteen (18) years of age and capable of forming a legally binding contract to use the Platform. By using the Platform, you represent and warrant that you meet these requirements and that you are not prohibited from using the Platform under any applicable law.

FLRPL reserves the right to refuse access to the Platform or terminate accounts for any reason, including if a user has previously been suspended or removed from the Platform.

5. User Accounts and Security

Certain features of the Platform require account registration. You agree to provide accurate, current, and complete information and to keep your account information updated. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

FLRPL is not liable for any loss or damage arising from unauthorized access to your account due to your failure to safeguard your credentials. You agree to notify FLRPL immediately of any unauthorized use or security breach.

6. Merchant Obligations and Acknowledgments

Merchants represent and warrant that they are duly organized, legally operating brick-and-mortar businesses and that they possess all licenses, permits, and authorizations required to sell the products they list. Merchants are solely responsible for the accuracy of listings, compliance with consumer protection laws, product safety regulations, tax obligations, and all representations made to shoppers.

Merchants acknowledge that FLRPL does not inspect, verify, or authenticate products and does not participate in transactions. Merchants agree to indemnify and hold harmless FLRPL from any claims arising from products, services, or business practices.

7. Shopper Acknowledgments and Assumption of Risk

Shoppers acknowledge that all products are offered by merchants on an "AS IS," "WHERE IS," and "WITH ALL FAULTS" basis. FLRPL makes no representations regarding product quality, condition, legality, or safety.

You acknowledge that using an internet-based marketplace and interacting with others in person involves inherent risks, including the risk of personal injury, fraud, or property loss. You voluntarily assume all such risks and agree that FLRPL has no responsibility or liability arising from these interactions.

8. Subscriptions, Fees, and Payments

FLRPL offers subscription plans to merchants for access to certain Platform features. Subscription fees are processed by third-party payment processors, including Stripe, Inc. FLRPL does not store complete payment card information and is not responsible for the services provided by payment processors.

All subscription fees are non-refundable except as required by law. FLRPL reserves the right to change pricing or subscription terms upon reasonable notice.

9. Intellectual Property Rights

The Platform, including all software, code, text, graphics, logos, trademarks, trade dress, and other content, is owned by or licensed to FLRPL and is protected by intellectual property laws. You are granted a limited, revocable, non-transferable license to access and use the Platform solely for its intended purpose.

You may not copy, modify, distribute, reverse engineer, scrape, or otherwise exploit the Platform or its content without FLRPL's prior written consent.

10. User Content

By submitting content to the Platform, you grant FLRPL a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, display, and distribute such content for Platform operation and promotion. You represent that you have all rights necessary to grant this license.

11. Copyright and DMCA Policy

FLRPL respects intellectual property rights and will respond to valid notices under the Digital Millennium Copyright Act. Notices of claimed infringement should be sent to: dmca@flrpl.com.

12. Prohibited Conduct

You agree not to engage in unlawful, fraudulent, abusive, deceptive, or harmful conduct, including misuse of the Platform, circumvention of fees, unauthorized data scraping, harassment, or infringement of intellectual property rights.

13. Termination and Suspension

FLRPL may suspend or terminate your access to the Platform at any time, with or without notice, for any reason. Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination shall survive.

14. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLRPL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. FLRPL'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO FLRPL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16. Indemnification

You agree to indemnify, defend, and hold harmless FLRPL from any claims, damages, liabilities, and expenses arising from your use of the Platform, your content, your transactions, or your violation of these Terms.

17. Arbitration and Dispute Resolution

Any dispute arising from these Terms or the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association in accordance with its rules. You waive any right to a jury trial or class action.

18. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

19. Contact Information

20. Entire Agreement

These Terms constitute the entire agreement between you and FLRPL and supersede all prior agreements or understandings.