FLIPLY Terms and Conditions of Use (C2C)

1. Preliminary information

These Terms and Conditions of Use (hereinafter, the "Terms and Conditions") govern access to, browsing of, and use of the FLIPLY platform, owned by SYNKROSS SOLUTIONS, S.L., accessible through its website and mobile application (hereinafter, the "Platform").

FLIPLY is a technology platform that enables users to publish, view and contact each other for the buying and selling of second-hand products in a peer-to-peer (C2C) environment, without SYNKROSS SOLUTIONS, S.L. intervening in the transactions carried out between users.

The identifying data of the Platform owner are as follows:

• Company name: SYNKROSS SOLUTIONS, S.L.
• Registered address: Paseo de la Castellana 194, Ground Floor, Door B, 28046 Madrid, Spain
• Tax ID (NIF): B75429076
• Contact email: [email protected]
• Privacy email: [email protected]

2. Acceptance of Terms and Conditions and access to the Platform

Accessing, browsing and using the FLIPLY Platform implies express and unreserved acceptance of these Terms and Conditions, which govern the relationship between SYNKROSS SOLUTIONS, S.L. and the users of the Platform.

These Terms and Conditions constitute the applicable legal framework for the use of the Platform, without prejudice to the fact that certain services or features may be subject to particular conditions which, where applicable, will be duly communicated to the user.

For the purposes of these Terms and Conditions, "User" shall mean any natural or legal person who accesses, browses, registers or uses the Platform, whether to consult content, publish listings or interact with other users.

The Platform acts as a digital intermediation space in which users may adopt different roles depending on their activity. In this regard, the following figures may be distinguished:

"Buyer" shall mean the user who, through the Platform, shows interest in acquiring an advertised product and contacts another user for that purpose, being responsible for directly agreeing the terms of the transaction with the seller.

"Seller" shall mean the user who publishes product listings on the Platform, being responsible for the accuracy of the information provided, as well as for managing the potential transaction, including delivery of the product and compliance with applicable regulations.

FLIPLY does not intervene in transactions between users, and therefore does not act as a party thereto nor assumes any liability arising from the purchase and sale, being limited to providing a technological environment for interaction between users.

The services provided through the Platform shall be governed by these Terms and Conditions, by any particular conditions that may apply, and by the applicable regulations in force.

3. User registration and account management

To access certain features of the FLIPLY Platform, it will be necessary to register and create a user account through the mechanisms provided for this purpose.

The User undertakes to provide truthful, accurate, complete and up-to-date information during the registration process, as well as to keep such information duly updated at all times. The User shall be solely responsible for the data provided and for the consequences arising from its inaccuracy or falsity.

Access to the user account shall be through personal credentials, the custody and use of which are the exclusive responsibility of the User. The User undertakes to maintain the confidentiality of their access data and not to share them with third parties. Any activity carried out from their account shall be presumed to have been carried out by the User themselves, unless proven otherwise.

Each User may have only one account, and the creation of multiple accounts, identity impersonation or the use of false or third-party identities without authorisation is prohibited.

FLIPLY may implement account verification mechanisms, such as email validation or other authentication systems, in order to ensure the security of the Platform.

Likewise, FLIPLY reserves the right to suspend, block or cancel user accounts, either temporarily or permanently, in the event of breach of these Terms and Conditions, detection of fraudulent activities, misuse of the Platform or when necessary to ensure the security of the service or other users.

The User may request the deletion of their account at any time through the options available on the Platform, without prejudice to the retention of certain data in accordance with applicable regulations.

4. User obligations and prohibited conduct

The User undertakes to use the FLIPLY Platform in accordance with current legislation, good faith, public order and these Terms and Conditions, being liable to SYNKROSS SOLUTIONS, S.L. and to third parties for any damages that may arise from the breach of such obligations.

The User undertakes to make appropriate use of the Platform and, in particular, not to use it for carrying out illegal, fraudulent activities or activities contrary to the rights and interests of third parties.

In the course of using the Platform, the User undertakes not to publish, transmit, store or disseminate content that is false, inaccurate, misleading or that may mislead other users, as well as content that infringes intellectual property, industrial property, image rights or any other rights of third parties.

It is expressly prohibited to use the Platform for the sale, promotion or exchange of products or services that are illegal, stolen, counterfeit or whose commercialisation is prohibited by applicable regulations.

Likewise, the User shall refrain from conduct that may pose a risk to the security of the Platform or other users, including, among others, sending fraudulent messages, attempted fraud, phishing, identity impersonation or any other deceptive practice.

The User may not introduce viruses, malware or any other element that may damage, interfere with or alter the normal operation of the Platform, nor attempt to gain unauthorised access to systems, accounts or data of other users.

Similarly, it is prohibited to use the Platform for unauthorised commercial purposes, including unsolicited advertising, mass messaging or any form of spam.

The User undertakes to act diligently in their interactions with other users, being solely responsible for the information they publish, the negotiations they carry out and the possible transactions they agree upon outside the Platform.

FLIPLY may monitor, limit, block or remove content and accounts that breach these conditions, as well as adopt the measures necessary to ensure the security, integrity and proper functioning of the Platform.

In the event of repeated or particularly serious breaches, FLIPLY may permanently suspend or cancel the User's account, without any right to compensation.

5. Prohibited items and content

The User undertakes not to publish, offer, solicit or exchange through the FLIPLY Platform products, services or content whose commercialisation, possession or distribution is prohibited by applicable regulations or that are contrary to these Terms and Conditions.

In particular, the publication of items or content that include, among others, the following is expressly prohibited:

• Illicit products or products whose commercialisation is prohibited by law, including stolen or illegally obtained goods.
• Weapons, ammunition, explosives, pyrotechnic material or any other dangerous element whose sale is restricted or prohibited.
• Drugs, narcotic substances, psychotropic substances or any type of illegal substance, as well as products intended to facilitate their consumption.
• Prescription medicines or regulated medical products, except where permitted by applicable regulations.
• Counterfeit products, unauthorised replicas or items that infringe the intellectual or industrial property rights of third parties.
• Content that violates fundamental rights, including offensive, discriminatory, violent, pornographic material or material that incites hatred.
• Personal data of third parties without their consent, as well as any content that may violate privacy or image rights.
• Animals whose trade is prohibited or regulated without meeting the applicable legal requirements.
• Illegal services or services requiring administrative authorisation without having obtained it.
• Any other product or content that, in the opinion of FLIPLY, may pose a risk to users, the security of the Platform or compliance with applicable regulations.

6. Customer service and support

FLIPLY provides users with various communication channels in order to handle enquiries, technical incidents, information requests and questions related to the operation of the Platform.

Users may contact FLIPLY via email at [email protected], as well as through the channels that may be made available within the Platform itself.

FLIPLY will make its best efforts to address user requests within a reasonable period, although it does not guarantee specific response times or the resolution of all issues raised, especially those arising from relationships, communications or transactions between users.

The customer service function is intended to provide technical and operational support regarding the use of the Platform, and shall in no case imply mediation, intervention or resolution of disputes between users.

FLIPLY does not act as an arbitrator or mediator in disputes that may arise between users, who are solely responsible for managing and resolving any conflict arising from their interactions.

However, FLIPLY may, at its discretion and without any obligation, review certain incidents or take action in relation to content or accounts when it considers it necessary to ensure the security and proper functioning of the Platform.

7. Liability

FLIPLY acts exclusively as a technological intermediation service provider that provides a digital contact space between users for the buying and selling of second-hand products, without intervening at any time in the transactions carried out between them.

Consequently, FLIPLY is not a party to any agreements that may be concluded between users, nor does it act as agent, commission agent, distributor or representative thereof.

The User acknowledges and accepts that use of the Platform is at their sole risk. FLIPLY does not guarantee the continuous and uninterrupted availability of the service, or the absence of errors, interruptions, technical failures or incidents that may affect access to or operation of the Platform.

FLIPLY does not guarantee the truthfulness, accuracy, legality, quality, condition, authenticity or suitability of the products offered by users, or of the content published on the Platform, including descriptions, images, reviews or any other information.

Likewise, FLIPLY does not guarantee or assume responsibility for users' compliance with their obligations in the context of transactions agreed between them, including, by way of example, delivery of the product, payment of the price or conformity of the goods with what was advertised.

FLIPLY shall not be liable for any damage or loss that may arise from relationships, communications or transactions between users, including, without limitation, economic losses, fraud, contractual breaches, material damage or disputes between the parties.

FLIPLY shall also not be liable for content generated by users or for any infringements of intellectual property, industrial property, image rights or any other rights of third parties that may arise from such content, the User who published them being solely responsible to FLIPLY and to third parties.

In relation to features based on automated tools or artificial intelligence technologies, including automatic content translation or description enhancement, FLIPLY does not guarantee the accuracy, reliability or suitability of the results generated, which may contain errors or inaccuracies.

FLIPLY shall not be liable for damage or loss arising from misuse of the Platform, from the User's breach of these Terms and Conditions, or from actions carried out by third parties who use the Platform in an unlawful, fraudulent or unauthorised manner.

To the maximum extent permitted by applicable law, FLIPLY excludes any liability for indirect damages, loss of profits, loss of business opportunities, loss of data or any other damages that are not a direct consequence of a breach attributable to FLIPLY.

The User undertakes to hold SYNKROSS SOLUTIONS, S.L. harmless from any claim, penalty, damage, loss or cost, including legal fees, that may arise from misuse of the Platform or breach of these conditions.

Nothing in this clause shall limit or exclude FLIPLY's liability in those cases where such limitation or exclusion is not permitted by applicable law.

8. Suspension, limitation and cancellation of accounts

FLIPLY reserves the right to suspend, limit or cancel the User's access to the Platform, either temporarily or permanently, at any time and without prior notice, where there are indications of breach of these Terms and Conditions, of applicable regulations or where conduct is detected that may pose a risk to the security of the Platform or other users.

In particular, FLIPLY may adopt these measures in cases of fraudulent use of the Platform, publication of prohibited content, attempted fraud, identity impersonation, abusive use of the service or any other conduct that contravenes these conditions.

The measures that FLIPLY may adopt include, among others, the removal of content, the restriction of features, the temporary suspension of the account or its permanent cancellation.

Likewise, FLIPLY may cancel accounts of users who incur repeated breaches, in accordance with applicable regulations, including those relating to digital services.

The adoption of these measures shall not give rise to any right to compensation in favour of the User.

Without prejudice to the foregoing, the User may request the cancellation of their account at any time through the mechanisms provided on the Platform.

FLIPLY may retain certain User information even after account cancellation where necessary for compliance with legal obligations, fraud prevention or the defence of potential claims.

9. Age and legal capacity

Access to and use of the FLIPLY Platform is limited to persons who have sufficient legal capacity to contract in accordance with applicable regulations.

In general, the Platform is aimed at users over 16 years of age. However, where the regulations of the user's country of residence establish a higher age for the processing of personal data or the contracting of digital services, such age shall apply.

Minors using the Platform must have the prior authorisation of their parents, guardians or legal representatives, who shall be responsible for the acts carried out by minors in their care.

FLIPLY shall not be responsible for the use of the Platform by minors who fail to comply with the provisions of this clause or for the accuracy of the information provided by users regarding their age.

FLIPLY may take measures to verify users' age or restrict access to certain features where necessary to ensure compliance with applicable regulations or the security of the Platform.

10. Personal data protection

The processing of personal data of Platform users shall be carried out in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation), Organic Law 3/2018 and other applicable data protection regulations.

SYNKROSS SOLUTIONS, S.L., as the owner of the Platform, shall process users' personal data for the purpose of managing access to and use of the Platform, enabling the creation and management of user accounts, facilitating the publication of listings and interaction between users, as well as ensuring service security, preventing fraud and improving the user experience.

In the context of the Platform's operation, identifying data, contact data, user-generated content, usage data, technical data, IP addresses and approximate geolocation data may be processed, to the extent necessary for the proper provision of the service.

Likewise, certain data may be communicated to other users where necessary for the operation of the marketplace, such as profile information, published content or approximate location.

FLIPLY may engage service providers acting as data processors, including technology, hosting, communications or analytics providers, some of which may be located outside the European Economic Area. In such cases, international data transfers shall be carried out with appropriate safeguards in accordance with applicable regulations.

The User may exercise their rights of access, rectification, erasure, objection, restriction of processing and portability by sending a request to [email protected].

For more information on the processing of personal data, the User may consult the Privacy Policy available on the Platform.

11. Intellectual Property

All rights over the content, design and source code of this Website and, in particular, but not limited to, all rights over photographs, images, texts, logos, designs, trademarks, trade names, data included on the Website and any other intellectual and industrial property rights are owned by FLIPLY, or by third parties who have expressly authorised FLIPLY to use them on its Website.

Therefore, pursuant to Royal Legislative Decree 1/1996 of 12 April, approving the consolidated text of the Intellectual Property Act, as well as Law 17/2001 of 7 December on Trademarks and complementary legislation on intellectual and industrial property, the reproduction, transmission, adaptation, translation, distribution, public communication, including making available, of all or part of the contents of the Website, in any medium and by any technical means, is expressly prohibited, except with express written authorisation from FLIPLY.

FLIPLY does not grant any licence or authorisation of use of any kind over its intellectual and industrial property rights or over any other property or right related to the Website, and in no case shall access and browsing by Users be understood as a waiver, transfer, licence or assignment, in whole or in part, of such rights by FLIPLY.

Any unauthorised use of such content shall be considered a serious breach of intellectual or industrial property rights and shall give rise to the legally established liabilities.

12. Modifications

The information appearing on this Website/Platform is that in force on the date of its last update. FLIPLY reserves the right to update, modify or delete the information on this Website/Platform, as well as these Terms and Conditions, the privacy policy or any other information.

Modifications to the Terms and Conditions shall take effect from the time of their publication on this Website.

13. Severability

All clauses or provisions of these terms of use must be interpreted independently and autonomously, and the remaining provisions shall not be affected in the event that any one of them is declared null and void by a final court judgment or arbitral award. The affected clause or clauses shall be replaced by another or others that preserve the effects pursued by the Terms and Conditions.

14. Language

FLIPLY may translate these Terms and Conditions or any other policy that may be published on the Platform. The Spanish version shall prevail in the event of conflict with other translations.

15. Right of exclusion

FLIPLY reserves the right to deny or withdraw access to the portal and/or the services offered without prior notice, at its own initiative or at the request of a third party, to those Users who breach these Terms and Conditions.

16. Extrajudicial dispute resolution

In the event of any dispute, claim or conflict arising from the purchase and sale of Products through the Platform, the User must first contact FLIPLY's customer service, using the contact channels provided on the Website. FLIPLY undertakes to address the complaint and provide a response within a reasonable period.

If an amicable solution cannot be reached, the User shall be entitled to resort to the extrajudicial dispute resolution mechanisms in consumer matters that may be applicable, including the European online dispute resolution (ODR) platform accessible at the following address: https://ec.europa.eu/consumers/odr.

Without prejudice to the foregoing, and as a last resort, the parties expressly submit to the jurisdiction of the Courts and Tribunals of the consumer User's domicile, provided that it is located within the territory of the European Union and applicable regulations so provide. Otherwise, the provisions of Spanish law shall apply.