Flipcash

Terms of Service
Last Update: March 9, 2026

By using the Flipcash Solution (as defined below), you are entering into an agreement with Flipcash Inc. (“Flipcash”, “us”, “we”, “our”), under which you will be bound by the following terms of service (the “Terms”), as updated from time to time in accordance with Section 2. The term “you”, “your” or “User” refers to the person or entity browsing, accessing or otherwise using the Flipcash Solution (“use” or “using” in these Terms will mean any of the foregoing). These Terms will govern your access to and use of: (a) our website located at www.flipcash.com, including all associated subdomains (collectively, the “Flipcash Website”); (b) any mobile device software provided by us to you, including our mobile application that provides wallet functionality (the “Flipcash App”); (c) any software provided, written, operated, or leveraged, or utilized by us that the Flipcash App interacts with (the “Flipcash Services”); (d) any text, pictures, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through the foregoing (a) through (c); and (e) all other Content, products or services provided by us to you, as more particularly described on the Flipcash Website and the Flipcash App ((a) through (e), collectively, the “Flipcash Solution”).

If you are using the Flipcash Solution on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. If yοu do nοt agree tο be bound by these Terms you must nοt use or access any part of the Flipcash Solution and should delete your account(s) with us.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING "20. Disputes & Arbitration for Residents of the United States". IF YOU ARE LOCATED IN THE UNITED STATES, YOU AGREE THAT DISPUTES BETWEEN YOU AND FLIPCASH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Access to the Flipcash Solution.

These Terms apply to your access to and use of the Flipcash Solution. Subject to your compliance with these Terms, you may use the Flipcash Solution in accordance with any documentation or guidelines we make available to you.

2. Changes to these Terms and the Flipcash Solution.

(a) Except where prohibited by applicable law, we reserve the right to change these Terms at any time by posting a new version of the Terms to the Flipcash Website. We may also update the “Last Updated” date at the top of these Terms. Any and all such modifications are effective upon posting and apply to all access to and continued use of the Flipcash Solution. It is your obligation to monitor the Flipcash Website for any such changes. Your continued access to or use of the Flipcash Solution after any changes to these Terms indicates your acceptance of such changes.

(b) We reserve the right to change the Flipcash Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Flipcash Solution, including, but not limited to,: (i) for scheduled maintenance; or (ii) if you violate any provision of these Terms.

3. Flipcash Account.

(a) In order to use the Flipcash App, you are required to create an account (“Flipcash Account”) using the available interfaces of the Flipcash App. You are responsible for all activities that occur in your Flipcash Account, or are otherwise referable to your Flipcash Account, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or while utilizing the Flipcash Solution.

(b) To create a Flipcash Account, you must purchase access to the Flipcash App through the Apple App Store or other authorized app distribution platforms. Flipcash does not collect or retain any payment identifiers (such as credit card or Apple ID account information) in connection with this purchase. However, Apple may retain certain purchase records, which may allow Apple to associate a Flipcash Account with a verified Apple user identity in the future, if required under applicable law or legal process. By downloading or using the Flipcash App, you agree to pay all applicable charges displayed at the time of purchase. All fees are non-refundable unless required by law. Prices may change at our discretion, and we will notify you of any changes before they take effect.

(c) You acknowledge and understand that when you create a Flipcash Account the Flipcash App will securely generate an Access Key for you (your "Access Key"). Your Access Key will be used to securely store any Digital Assets you deposit, receive, or buy using the Flipcash App. You are solely responsible for the retention and security of your Access Key, including the photo library it might be stored in. Your Access Key is the only way to restore access to the Digital Assets if you lose access to your Flipcash Account in the Flipcash App. Anyone who knows your Access Key can access, transfer or spend your Digital Assets. If you lose your Access Key, you may not be able to access, transfer or spend your Digital Assets. You acknowledge and agree that Flipcash does not store and is not responsible in any way for the security of your Access Key and you agree to hold Flipcash, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Access Key and cannot access, transfer or spend your Digital Assets. You bear sole responsibility for any loss of your Digital Assets due to failure to retain and/or secure your Access Key.

(d) You must provide us with true, accurate, current and complete information for your Flipcash Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Flipcash App.

(e) We reserve the right to disable your access to the Flipcash App at any time and in our sole discretion. You will, however, continue to have access to your Digital Assets, provided you have your Access Key.

(f) You must not use anyone else’s Flipcash Account at any time without the permission of the Account holder, or attempt, in any manner, to obtain the Access Key or other security information from any other user.

(g) The Flipcash Solution is noncustodial and can only execute Transfers initiated by you through your Account. Flipcash does not have access to your Digital Assets and assumes no responsibility for such Digital Assets or for any Transfers. Flipcash does not have the technical capability to unilaterally move, freeze, seize, or otherwise interact with the Digital Assets in your Account. You retain full and independent control of any Digital Assets in your Flipcash Account and are solely responsible for any Transfers using your Flipcash Account.

(h) You acknowledge and agree that you are solely responsible for all activities conducted through your Flipcash Account, including without limitation the creation of any User-Created Currency using the Currency Creator feature, any interactions with Reserve Contracts, and any Transfers of USDF or other Digital Assets. You represent and warrant that you will comply with all applicable laws and regulations in connection with such activities.

4. The Flipcash App Functionality.

(a) Subject to these Terms we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Flipcash App in accordance with these Terms.

(b) The Flipcash App may update itself automatically on your device and you acknowledge and agree that you consent to and authorize such updates, including to the extent required by any applicable laws.

(i) The Flipcash App is designed to enable you to interface with the blockchain where your Digital Assets is stored.

(ii) Using the Flipcash App, you may give, receive, deposit, withdraw, buy, or sell Digital Assets, including through interactions with Reserve Contracts (“Transfers”). If you are located in the United States, such Transfers may be facilitated via Coinbase’s Onramp service through Apple Pay Guest Checkout.

(iii) As with wallets for digital currencies generally, your Digital Assets are susceptible to anyone who has access to your Access Key. You must not share your Access Key with anyone.

(iv) It is your responsibility to keep your Flipcash App and your Access Key secure. You should never provide your Access Key to anyone, including any Flipcash representative. We do not have access to your Access Key and cannot support you to recover or reset your Access Key.

(v) You should treat your Flipcash App like a physical wallet and never store more Digital Assets than you can afford to lose, as we have no responsibility and will not be liable for any loss or damage you suffer from the loss or misappropriation of your Access Key or the loss of any Digital Assets, as further set out in Sections 15 (Disclaimers), 16 (Digital Assets Risk Disclosure Statement) and 17 (Limitation of Liability) below.

5. Transfers Using Your Flipcash App.

(a) You are responsible for all conduct and Transfers that take place on the Flipcash App or using your Access Key and that you will take precautions to keep your Access Key secure.

(b) You will comply with all applicable laws when accessing or using the Flipcash App and you will respect those who you encounter in your use of the Flipcash App.

(c) You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the Flipcash App or use the Flipcash Solution if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

(d) You understand and agree that the Flipcash App will use your Access Key to programmatically derive and create additional smart contract-based time locked accounts on your behalf (“Timelock Accounts”). The Timelock Account architecture is a security mechanism designed to protect your Digital Assets; it is not a custodial arrangement, and Flipcash does not acquire custody, control, or any proprietary interest in your Digital Assets at any time. You understand and agree that Digital Assets received from other users of the Flipcash Solution will be deposited into your Timelock Accounts. Digital Assets in your Timelock Accounts can never be moved without a signature derived from your Access Key. In order to move funds from your Timelock Accounts you will also need to either (i) get a co-signature from the Flipcash backend servers by conducting a Transfer from within the Flipcash App or (ii) submit an unlock instruction directly to the Timelock smart contract and wait for the time lock period to elapse, which is currently 21 days. After this time lock period has elapsed only a signature derived from your Access Key will be required to move your funds. If you do submit an unlock instruction you will no longer be able to use your Access Key in the Flipcash App. An open source tool that allows you to more easily submit an unlock instruction is available at https://github.com/code-payments/code-vm.

(e) You understand and agree that the Flipcash App will programmatically rearrange funds in your Timelock Accounts to help maintain your privacy.

(f) The Flipcash App is available only in connection with the Digital Assets that we support which may be subject to change. As used herein, “Digital Assets” includes any cryptographic token, virtual currency, or digital representation of value that is held as a record on a blockchain or distributed ledger technology system, including but not limited to fiat-backed stablecoins, commodity-backed assets, algorithmically controlled tokens, and user-created currencies generated through the Currency Creator feature of the Flipcash App (each, a "User-Created Currency"). "USDF" means the custom stablecoin issued by Coinbase, Inc. ("Coinbase") that serves as the primary reserve asset within the Flipcash ecosystem, including within Reserve Contracts (as defined below). USDF is issued and managed solely by Coinbase; Flipcash does not mint, burn, redeem, or otherwise control USDF. For the avoidance of doubt, stablecoins supported by Flipcash and the Flipcash Solution, including USDF, are issued and managed by third parties and are not legal tender or guaranteed by any government.

(g) You understand and acknowledge that the fiat value of the Digital Assets displayed throughout the Flipcash App is only an estimate. These estimates depend on the state of the blockchain and on the relevant exchange rates of fiat currency and the valuation of Digital Assets, which are constantly changing. You understand and acknowledge that the amount of Digital Assets displayed in your Flipcash App does not necessarily reflect the exact state of the blockchain at any point in time and may be inaccurate. We do not warrant, nor do we make any representations as to the accuracy of the Digital Assets amounts or fiat values displayed throughout the Flipcash App. For the avoidance of any doubt, “fiat currency” means any currency issued by a central bank of sovereign countries, such as the US Dollar, Euro, etc.

(h) You can access and view the balance of your Digital Assets in the Flipcash App. You may have the opportunity to create a password or other safeguard to confirm Transfers. If you choose to do this, you are responsible for creating a secure password and storing it in a secure location.

(i) You understand and agree that your ability to use the Flipcash App to make Transfers will be subject to per Transfer and per day limits, determined by local guidance in your jurisdiction.

(j) Prior tο making a Transfer using the Flipcash App, you are solely responsible for verifying the intended recipient of the Transfer. You acknowledge and agree that we do nοt guarantee the identity of any recipient, user, requestee or οther party, and that we are not responsible for any Transfers that are intercepted by an unintended recipient.

(k) You acknowledge that all Transfers are irreversible and that we cannot guarantee Transfer confirmation as we do not have control over the blockchain or Digital Assets network.

(l) While the Flipcash Solution and the underlying software have undergone beta testing and continues to be improved by feedback from the user and developer community, you acknowledge and agree that we cannot guarantee that there will be no bugs in the Flipcash Solution.

(m) You acknowledge and understand that you will nοt receive interest or οther earnings on your Flipcash Account, in your wallet or frοm the use of the Flipcash App or the Flipcash Solution.

(n) We have limited responsibility or liability to yοu fοr Transfers conducted by you or programmatic transactions conducted by the Flipcash App, in accordance with yοur instructiοns, as further set out in Sections 15 (Disclaimers), 16 (Digital Assets Risk Disclosure Statement) and 17 (Limitation of Liability) below.

6. Currency Creator; Reserve Contracts; USDF. The Flipcash App includes a Currency Creator feature that enables you to create new User-Created Currencies on the blockchain. Each User-Created Currency has a fixed supply of 21,000,000 tokens, all of which are minted at the time of creation. You acknowledge and agree that:

(a) Flipcash is not the issuer of any User-Created Currency. You, as the creator, are the creator and issuer and are solely responsible for all aspects of the User-Created Currency, including without limitation any marketing, promotion, distribution, and compliance with all applicable laws and regulations (including securities laws, money transmission laws, and tax obligations).

(b) Flipcash makes no representation, warranty, or guarantee regarding the value, demand, marketability, or legal status of any User-Created Currency. User-Created Currencies may have no value and there may be no market or demand for them. You may lose the entirety of any value associated with a User-Created Currency.

(c) The creation and deployment of a User-Created Currency on the blockchain is irreversible. Once deployed, the parameters of a User-Created Currency, including its supply and associated smart contract logic, cannot be modified, reversed, or deleted by Flipcash or any other party.

(d) You will defend, indemnify, and hold harmless Flipcash and its Indemnified Parties from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses (including legal fees) arising out of or relating to any User-Created Currency you create, including without limitation any claims that such User-Created Currency constitutes an unregistered security, violates applicable law, or causes loss to any third party.

7. Reserve Contracts and Pricing. Each User-Created Currency has its liquidity governed by an on-chain smart contract (a "Reserve Contract") that utilizes USDF as the reserve asset and operates according to a predefined algorithmic pricing curve. The Reserve Contract determines the price at which the User-Created Currency may be bought or sold and the amount of USDF liquidity available at any given time. You acknowledge and agree that:

(a) The pricing of User-Created Currencies through Reserve Contracts is determined algorithmically and is not set, managed, or guaranteed by Flipcash. Algorithmic pricing is subject to inherent risks, including without limitation: (i) slippage, meaning the executed price may differ materially from the quoted or expected price; (ii) significant price volatility, including rapid and substantial price movements in either direction; (iii) execution or liquidity limitations, including circumstances in which transactions may fail, revert, or execute at materially different prices due to network conditions, smart contract behavior, or other technical factors; (iv) economic behaviors such as front-running, arbitrage, and other exploit strategies that may adversely affect the price or liquidity of a User-Created Currency.

(b) Once a Reserve Contract is deployed and its parameters are locked on the blockchain, such parameters are non-modifiable and the deployment is irreversible. Neither Flipcash nor any other party can alter, pause, or terminate a locked Reserve Contract. All interactions with a Reserve Contract, including purchases and sales of User-Created Currencies, are on-chain transactions that are final and irreversible once confirmed on the blockchain.

(c) Flipcash does not guarantee any particular price, price stability, execution quality, liquidity level, or economic outcome in connection with any Reserve Contract. You assume all risk associated with your interactions with Reserve Contracts, including the risk of total loss of value of any User-Created Currency or USDF committed to a Reserve Contract.

8. USDF. USDF is a custom stablecoin issued by Coinbase that serves as the primary reserve asset within the Flipcash ecosystem, including as the reserve asset in all Reserve Contracts. USDF is designed to maintain a stable value relative to the U.S. Dollar; however, Flipcash does not issue, control, manage, or guarantee USDF. You acknowledge and agree that:

(a) USDF is issued and managed solely by Coinbase. All matters relating to the minting, burning, redemption, reserve backing, peg maintenance, and regulatory compliance of USDF are the sole responsibility of Coinbase. Flipcash has no control over, and makes no representation or warranty regarding, Coinbase's ability to maintain the USDF peg, honor redemption requests, or continue issuing USDF.

(b) Because USDF serves as the sole reserve asset in all Reserve Contracts, the Flipcash ecosystem is subject to concentration risk. If Coinbase suspends, discontinues, or restricts the issuance, redemption, or transferability of USDF, or if USDF loses its peg to the U.S. Dollar, the liquidity and pricing of all User-Created Currencies may be materially and adversely affected, including the possibility of total illiquidity or total loss of value. You assume all risk associated with this concentration.

(c) Your ability to convert USDF to fiat currency or other Digital Assets depends on the availability of Coinbase's services and applicable redemption mechanics, which may be suspended, modified, or discontinued by Coinbase at any time without notice to Flipcash or to you. Flipcash is not responsible for any inability to redeem, convert, or transfer USDF.

(d) Your use of USDF is subject to Coinbase's applicable terms of service, user agreement, and privacy policy, which you are solely responsible for reviewing and accepting. Flipcash disclaims all liability arising from or related to Coinbase's performance, non-performance, or conduct as the issuer of USDF.

9. Fees. By using the Flipcash Solution, you agree to pay all fees for such use and, as applicable, any network fee or gas fee for a Transfer. Flipcash reserves the right to adjust its pricing and fees from time to time.

10. Conditions of Use of the Flipcash Solution.

You will not, and will not attempt to:

(a) use your Flipcash App tο store, send, request, οr receive Digital Assets in any form that we dο not suppοrt, notwithstanding the capability of the wallet to facilitate such activities;

(b) violate in any manner any applicable federal, provincial, local, or international law or regulation including, any laws regarding patent, trademark, trade secret or copyright;

(c) use the Flipcash App or the Flipcash Solution for the purpose of building a similar or competitive product or service;

(d) attempt to gain unauthorized access to the Flipcash App or bypass any measures we may use to prevent or restrict access to the Flipcash App;

(e) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Flipcash App (e.g., a denial of service attack);

(f) copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Flipcash App or any part thereof or otherwise attempt to discover any source code;

(g) use or develop any third-party applications that interact with the Flipcash App, Content or other information contained in the Flipcash Solution, without our prior written consent;

(h) mirror or frame the Flipcash App or any Content;

(i) access the Flipcash App through any interfaces other than the interfaces that we provide for that purpose (for example, you may not “scrape” the Flipcash App through automated means or "frame" any part of the Flipcash App); or

(j) authorize, permit, enable, induce or encourage any third party to do any of the above.

11. Eligibility and Age Requirements.

(a) You represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater. If you are between the ages of thirteen (13) and seventeen (17), you may use the Flipcash Solution only with the prior consent and ongoing supervision of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf. By using the Flipcash Solution, you confirm that you have obtained such consent. The Flipcash Solution is not intended for children under the age of thirteen (13), and we do not knowingly provide access to the Flipcash Solution to any person under thirteen (13) years of age. If we become aware that a user is under thirteen (13) years of age, we will take appropriate steps to terminate such user's access to the Flipcash Solution.

12. Privacy.

You acknowledge that you have carefully reviewed and understand our current Privacy Policy, available at www.flipcash.com/privacy-policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).

13. Ownership.

(a) All right, title and interest, including intellectual property rights, in Flipcash and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of us.

(b) Flipcash and all materials provided by us hereunder are made available or licensed and not “sold” to you.

(c) All rights not expressly granted to you in these Terms are reserved by us. The core functionality in the Flipcash App is protected by an issued U.S. Patent No. 11,568,384 held by Flipcash’s parent company, Code Inc.

14. Third Party Content, Websites or Services.

(a) Flipcash may provide links or access to third party content, websites, or services. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, services or to access Flipcash from such systems, you do so entirely at your own risk.

(b) If you use the Flipcash Solution to access Coinbase's Onramp product via Apple Pay Guest Checkout, you acknowledge and agree that prior to proceeding, you must review and accept Coinbase’s Guest Checkout Terms of Service (located at https://www.coinbase.com/legal/guest-checkout/us), User Agreement (located at https://www.coinbase.com/legal/user_agreement/united_states), and Privacy Policy (located at https://www.coinbase.com/legal/privacy) (collectively, “Coinbase Terms”). By continuing with Apple Pay Guest Checkout, you consent to be bound by the Coinbase Terms. FLIPCASH DOES NOT OWN, OPERATE, OR CONTROL THE COINBASE ONRAMP SERVICE AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO YOUR USE OF COINBASE’S SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSSES, DISPUTES, ERRORS, OR FAILURES ASSOCIATED WITH THE PURCHASE, SALE, OR CUSTODY OF DIGITAL ASSETS THROUGH COINBASE. You are solely responsible for reviewing and complying with such terms before using any Coinbase-powered services. In addition, you acknowledge and agree that Coinbase serves as the issuer of USDF, the primary reserve asset within the Flipcash ecosystem. Flipcash's relationship with Coinbase in connection with USDF is separate from and in addition to Coinbase's role in providing the Onramp service via Apple Pay Guest Checkout. FLIPCASH DOES NOT CONTROL, MANAGE, OR GUARANTEE COINBASE'S PERFORMANCE AS THE ISSUER OF USDF, INCLUDING WITHOUT LIMITATION THE MINTING, BURNING, REDEMPTION, PEG MAINTENANCE, OR CONTINUED AVAILABILITY OF USDF. ALL RISKS ASSOCIATED WITH COINBASE'S ROLE AS USDF ISSUER ARE BORNE SOLELY BY YOU.

15. Disclaimers.

THE FLIPCASH SOLUTION IS PROVIDED "AS IS" AND "AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, COMPATIBILITY, RELIABILITY, SECURITY, TIMELINESS, SUITABILITY, TITLE, NON-INFRINGEMENT AND AVAILABILITY OF THE FLIPCASH SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTIES AND THAT THE FLIPCASH SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE FLIPCASH SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS REMAINS SOLELY WITH YOU. FLIPCASH UNDERTAKES NO RESPONSIBILITY WHATSOEVER AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH YOUR USE OF THE FLIPCASH SOLUTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLIPCASH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING: (A) THE VALUE, DEMAND, MARKETABILITY, OR LEGAL STATUS OF ANY USER-CREATED CURRENCY; (B) THE PERFORMANCE, PRICING ACCURACY, AVAILABILITY, OR ECONOMIC OUTCOMES OF ANY RESERVE CONTRACT OR ALGORITHMIC PRICING CURVE; (C) THE PEG STABILITY, REDEMPTION AVAILABILITY, REGULATORY STATUS, OR CONTINUED ISSUANCE OF USDF BY COINBASE OR ANY OTHER THIRD-PARTY ISSUER; (D) THE PERFORMANCE, AVAILABILITY, OR CONDUCT OF ANY THIRD-PARTY SERVICE PROVIDER, INCLUDING COINBASE; OR (E) THE ABSENCE OF EXPLOITS, ARBITRAGE, FRONT-RUNNING, OR OTHER ADVERSE ECONOMIC BEHAVIORS IN CONNECTION WITH RESERVE CONTRACTS OR ALGORITHMIC PRICING.

If you have a dispute with one or more third parties in connection with your use of the Flipcash App and/or the Flipcash Solution, you agree to release us (including our affiliates, and each of their and our respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.

Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”

16. Digital Assets Risk Disclosure Statement.

CAUTIΟN: You understand there are substantial risks associated with the purchase, sale, use and holding of Digital Assets, and that Flipcash liability is limited to the maximum extent permitted by law and these Terms. Accordingly, you agree that you will carefully evaluate whether yοu can bear the risk associated with Digital Assets and whether it is suitable fοr yοu. You agree to familiarize yourself and assume any and all such risks, including:

(a) Digital Assets or the value in your Timelock Accounts are not insured in any way by us or by any governmental agency;

(b) The value of any Digital Assets you hold or acquire through the Flipcash App is accessible with your Access Key. If you lose access to your Access Key, your Digital Assets will be unrecoverable and we will not assist you in recovering digital currencies secured with your Access Key.

(c) Flipcash is a developer of software. Flipcash does not operate a Digital Asset exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Flipcash Solution. All Transfers between users of the Flipcash App are executed peer-to-peer between users through the blockchain.

(d) We cannot reverse a Digital Assets Transfer which has been broadcast to the blockchain, and losses due to fraudulent or accidental Transfers are not recoverable;

(e) The price and liquidity of Digital Assets has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your Digital Assets at any time;

(f) Supported Digital Assets:

(i) Flipcash supports a limited set of Digital Assets, which may include fiat-backed stablecoins. We reserve the right, at our sole discretion and without prior notice, to add, remove, replace, or discontinue support for any Digital Asset, including any stablecoin, at any time. The current list of supported Digital Assets is available at www.flipcash.com/support/digital-assets. Users are solely responsible for verifying whether a Digital Asset is supported at the time of use and for monitoring which Digital Assets are supported by the Flipcash Solution. We are not liable for discontinuation of support of any particular Digital Asset. We reserve the right to discontinue supporting any Digital Asset with or without notice. You acknowledge and agree that we may take any action necessary to discontinue our support of a Digital Asset, including but not limited to canceling your trade instructions and requiring you to remove discontinued Digital Assets from your account in a reasonable period of time, and under no circumstances will we be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with this Agreement to discontinue our support of a Digital Asset.

(ii) The Digital Assets supported by Flipcash include fiat-backed stablecoins (including USDF, a custom stablecoin issued by Coinbase) and User-Created Currencies generated through the Currency Creator feature of the Flipcash App. Stablecoins are Digital Assets minted on a blockchain network that are designed to maintain a stable value relative to fiat currencies. The third-party issuers of such stablecoins, including Coinbase with respect to USDF, are responsible for holding reserves backing such stablecoins, and the value stability of such Digital Assets is contingent upon the issuing entities' ability to uphold their pegged value. User-Created Currencies are not stablecoins and are issued solely by the users who create them. Flipcash is not the issuer of any User-Created Currency and makes no representation or guarantee regarding their value or demand. While the Flipcash protocol includes a Reserve Contract designed to facilitate on-chain liquidity according to a predefined pricing curve, Flipcash does not guarantee the availability, functionality, or outcomes of such liquidity. Users should be aware of these factors when holding or transacting with any Digital Assets, and should review the additional risk disclosures set forth in Sections 16(m) through 16(p) below.

(g) Some Digital Assets service providers have been subject to cyberattacks, malicious activities, and other technical issues that have resulted in the loss or theft of digital currencies to their users and there is a risk that a similar cyberattack, malicious attempt or technical failure or interruption in use or functioning could affect Flipcash and result in the theft or loss of your Digital Assets for which you cannot recover;

(h) Digital Assets is not part of a central bank that can take corrective measures to protect the value of Digital Assets in a crisis;

(i) Neither the Flipcash Solution, we, nor other third parties are your financial intermediaries or custodians of your Digital Assets and while the Flipcash App may facilitate Transfers, we are nοt a bank, brοkerage, exchange or money transmitter;

(j) Changes to applicable law may adversely affect the use, transfer, exchange or value of Digital Assets and such changes may be sudden and without notice;

(k) Digital Assets are not legal tender and are not backed by a government (i.e. digital currencies do not have the same protection as the money deposited in your bank account); and

(l) Digital Assets have value from the continued willingness of market participants to use it, and is susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Digital Asset if the market for such digital currencies disappears.

(m) User-Created Currencies created through the Currency Creator feature may have no value, no market, and no demand. The creation of a User-Created Currency does not constitute an endorsement, recommendation, or guarantee by Flipcash. You may lose the entirety of any value associated with a User-Created Currency. You are solely responsible for evaluating the risks of creating, holding, buying, or selling any User-Created Currency;

(n) Reserve Contracts operate on the basis of algorithmic pricing curves and are subject to risks including slippage, volatility, liquidity constraints, front-running, arbitrage, and other economic behaviors that may result in material losses. Once deployed and locked, Reserve Contract parameters are immutable and irreversible. Flipcash has no ability to modify, pause, or terminate a deployed Reserve Contract;

(o) USDF is a custom stablecoin issued by Coinbase and serves as the sole reserve asset in all Reserve Contracts. The Flipcash ecosystem is subject to concentration risk arising from its dependence on a single stablecoin issuer. If Coinbase suspends, restricts, or discontinues USDF, or if USDF loses its peg to the U.S. Dollar, the liquidity and value of all User-Created Currencies and Reserve Contracts may be materially and adversely affected, up to and including total loss of value and total illiquidity. USDF may not be redeemable outside the Flipcash ecosystem, and Flipcash has no control over Coinbase's redemption mechanics or continued operations; and

(p) The Flipcash ecosystem depends on third-party service providers, including Coinbase as the issuer of USDF and as a provider of onramp services. The failure, suspension, or discontinuation of any third-party service may materially impair your ability to use the Flipcash Solution, including your ability to create, buy, sell, or redeem User-Created Currencies or USDF. Flipcash is not responsible for the acts or omissions of any third-party service provider.

17. LIMITATION OF LIABILITY

THE FOLLOWING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DIGITAL ASSETS; LOSS OF DATA, DATA DELETION, DATA CORRUPTION, FAILURE TO STORE ANY DATA, PERSONAL INJURY, DEATH, EMOTIONAL DISTRESS OR DISCOMFORT, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE OR THEY WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO FLIPCASH, THE FLIPCASH SOLUTION OR THE INABILITY TO MAKE USE OF THE FLIPCASH SOLUTION, OR THESE TERMS. WITHOUT LIMITING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS ARISING FROM OR RELATED TO THE CURRENCY CREATOR FEATURE, USER-CREATED CURRENCIES, RESERVE CONTRACTS, ALGORITHMIC PRICING, USDF, AND ANY THIRD-PARTY SERVICE PROVIDER (INCLUDING COINBASE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FLIPCASH SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE FLIPCASH SOLUTION.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY, OR THE TOTAL AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS AND SUPPLIERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS, IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FLIPCASH SOLUTION EXCEED $1,000USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS AMOUNT.

18. Stablecoin Risk Disclosure

Flipcash supports certain fiat-backed stablecoins, including USDF, a custom stablecoin issued by Coinbase. USDF serves as the primary reserve asset within the Flipcash ecosystem, including as the reserve asset in all Reserve Contracts. USDF is designed to maintain a stable value relative to the U.S. Dollar; however, USDF is issued and managed solely by Coinbase, and Flipcash does not control, guarantee, or have any responsibility for the minting, burning, redemption, reserve backing, peg maintenance, or regulatory compliance of USDF. USDF and other supported stablecoins may experience volatility, loss of peg, illiquidity, or unavailability. Flipcash does not guarantee the value, availability, redeemability, or solvency of Coinbase or any other stablecoin issuer or custodian.

Users are solely responsible for conducting their own due diligence and assume all risks associated with the use, transfer, and storage of stablecoins, including USDF. Because USDF is the sole reserve asset in all Reserve Contracts, users are exposed to concentration risk: any impairment of USDF (including loss of peg, suspension of redemption, or discontinuation by Coinbase) may materially and adversely affect the liquidity and value of all User-Created Currencies and Reserve Contracts within the Flipcash ecosystem, up to and including total loss of value. Flipcash may change which stablecoins are supported at any time, without notice, and makes no warranties regarding their ongoing performance, availability, or redeemability.

Flipcash does not evaluate, monitor, endorse, or guarantee the performance, peg stability, legal status, regulatory compliance, or ongoing availability of any supported stablecoin or Digital Asset, including USDF. Users are solely responsible for evaluating the risks associated with their use of such assets, including the risk that USDF may not be redeemable for U.S. Dollars or other Digital Assets outside of the Flipcash ecosystem and that Coinbase may suspend, modify, or discontinue USDF at any time without notice to Flipcash or to you.

19. Indemnification

You will defend, indemnify and hold harmless us and our officers, directors, employees, agents, shareholders, affiliates, and partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including legal and expert fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your use (or the use by any third party using your mobile device or your Access Key) of the Flipcash Solution; (b) any breach by you of these Terms; and (c) any actual or alleged violation of any law, rule or regulation, or the rights of any third party (including intellectual property rights), by you; (d) your creation, promotion, distribution, or sale of any User-Created Currency, including without limitation any claim that such User-Created Currency constitutes an unregistered security or violates applicable law; (e) your interactions with any Reserve Contract, including any losses arising from algorithmic pricing, slippage, liquidity constraints, or exploit behavior; and (f) your use of or reliance on USDF, including any losses arising from peg instability, redemption unavailability, or Coinbase's performance or non-performance as issuer.

20. Disputes & Arbitration for Residents of the United States

If you are a resident of the United States and you have a dispute with us arising out of your use of Flipcash, this Section 20 applies.

(a) Mandatory Arbitration: You agree to contact us first and attempt to work out any such dispute amicably. If we are unable to work out a solution amicably, both we and you agree to resolve any disputes arising out of your use of Flipcash or these Terms through binding arbitration or, at our option, small claims court.

(b) CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR NON-PAGA REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(c) In any lawsuit in which: (i) the complaint is filed as a class action, collective action or non-PAGA representative action; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action and/or non-PAGA representative action must be litigated in a civil court of competent jurisdiction and not as a class, collective or non-PAGA representative arbitration.

(d) PAGA WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED ON A GROUP BASIS OR IN ANY ACTION IN WHICH A PARTY SEEKS TO REPRESENT OTHER INDIVIDUAL(S) IN A PRIVATE ATTORNEY GENERAL ACTION (“PAGA WAIVER”). PAGA CLAIMS MAY ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS.

(e) In any lawsuit in which: (i) the complaint is filed as a private attorney general action seeking to represent any individual(s) other than the named plaintiff; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the PAGA Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the PAGA Waiver shall be severable from these Terms and in such instances, the private attorney general action must be litigated in a civil court of competent jurisdiction and not as a private attorney general arbitration.

(f) Notwithstanding any other clause contained in these Terms, any claim that all or part of the Class Action Waiver or PAGA Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver and PAGA Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

(g) Opt-out of Mandatory Arbitration: You can decline this mandatory arbitration provision within 30 days of accepting these Terms by emailing us at legal@flipcash.com with your first and last name and phone number stating your intent to opt-out of the arbitration provision. Note that opting out of this arbitration provision does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

(h) Arbitration Procedures and Location: The arbitration shall be administered by JAMS under its Comprehensive Rules in effect at the time the arbitration demand is made. The current rules, effective July 1, 2014, can be found here: https://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS arbitration rules can be found here: http://www.jamsadr.com/rules-clauses/. In the event of any conflict between the rules and these Terms, these Terms shall apply. We and you both agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other location we and you mutually agree upon in writing.

(i) Arbitration Fees: The JAMS rules will govern payment of all arbitration fees and each party will be responsible for their own fees under those rules. However, we will pay for your reasonable arbitration fees where: (i) the claim for damages does not exceed $10,000; and (ii) the claims are not frivolous under Federal Rule of Civil Procedure 11(b). We will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines the claims are frivolous under Federal Rule of Civil Procedure 11(b).

21. Termination

You can stop using the Flipcash Solution at any time and without notice to us. Similarly, we may terminate access to the Flipcash Solution for you or any other users or stop offering all or part of the Flipcash Solution at any time without notice. In the event of termination, Sections 6-30 survive and continue to apply to you.

22. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the State of California for residents of the United States, otherwise, and by the laws of the Province of Ontario, without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Flipcash App that are not subject to Section 20 (Disputes & Arbitration) of these Terms shall be brought exclusively in the federal or state courts of San Francisco County, California, USA, for the residents of the United States, and the courts of competent jurisdiction in the City of Toronto for residents of Canada, and we and you consent to the personal jurisdiction of those courts.

23. Force Majeure

Notwithstanding anything to the contrary contained herein, Flipcash shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

24. Entire Agreement & Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with us, shall constitute the entire agreement between you and us with respect to the Flipcash Solution and any use of the Flipcash Solution. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

25. No Waiver

Our failure to monitor or enforce a provision of these Terms does not constitute a waiver of our right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

26. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. We may assign its rights, licenses, and obligations under these Terms without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 26 will be null and void. These Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

27. Copyright and Trademark Policy

(a) If you believe any content posted or made available through the Flipcash Solution constitutes infringement of your copyright rights, you may send a written notice of infringement to our designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (i) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (ii) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Flipcash App (e.g., the URL of the claimed infringing material if applicable or other means by which we may locate the material); (iii) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (iv) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.

Flipcash Inc.: legal@flipcash.com

Attn: Copyright Agent

(b) If you believe any content posted or made available through the Flipcash Solution constitutes infringement of your trademark rights, you may also send your notice to our designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the product(s) allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).

28. Contact Information

If you have any questions or comments about these Terms, please contact us at: legal@flipcash.com.

29. Apple App Store Additional License Terms

(a) If the Flipcash App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all of the other terms and conditions of these Terms:

(i) You and we acknowledge these Terms are concluded between you and us, and not with Apple. The responsibility for the Flipcash App and content thereof is governed by these Terms.

(ii) Notwithstanding anything to the contrary hereunder, you may use the Flipcash App only on an Apple-branded product that you own or control.

(iii) You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Flipcash App.

(iv) In the event of any failure of the Flipcash App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Flipcash App (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Flipcash App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms.

(v) Any claim in connection with the Flipcash App related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms, and Apple is not responsible for such claim.

(vi) Any third party claim that the Flipcash App or your possession and use of the Flipcash App infringes that third party’s intellectual property rights will be governed by these Terms, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

(vii) You represent and warrant that you are not: (A) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (B) listed on any U.S. Government list of prohibited or restricted parties.

(viii) Apple is a third party beneficiary to these Terms and may enforce these Terms against you.

(ix) If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict

30. Google Play Store

(a) If the Flipcash App is provided to you through the Google LLC (Google LLC together with all of its affiliates, “Google”) Google Play Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:

(i) You acknowledge that Google is not responsible for providing support services for the Flipcash App.

(ii) If any of the terms and conditions in these Terms are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of the Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.