FLX Distribution, Inc. dba FLX Networks (“FLX”) is an all-in-one solution including one integrated network, offering its members one centralized relationship, one communication point to reach many, and one invoice. FLX business and technology services across asset and wealth management including offering the website https://flxnetworks.com and its three proprietary Exchanges (collectively, the “Website” or the “Services”).
These Terms and Conditions are entered into by and between you and FLX. The following terms and conditions, together with any agreements entered into between the Member and FLX, and any documents expressly incorporated by reference (collectively, "Terms and Conditions") govern your access to and use of the Website and FLX’s proprietary application, including any content, functionality, and services offered on or through the website. By using the FLX Services, you agree to be bound by the Terms and Conditions specified below.
Acceptance of Terms
FLX reserves the right, in its sole discretions, to amend these Terms and Conditions at any time by posting the amended terms to through the Services and on the Website. Your continued use of the FLX Services constitutes acceptance of the terms amended or otherwise. If you do not agree with these Terms and Conditions or are dissatisfied with the FLX Services or any other terms, conditions, rules, policies, guidelines, or practices of FLX, your sole and exclusive remedy is to discontinue your use of the FLX Services.
Should there be a conflict between the terms of the Terms and Conditions, the Purchase Order Form, and the Services Agreement, the terms providing FLX the greatest protections shall control.
For Members with a paid subscription to the Website or any of the FLX Services, in consideration for the Member’s access to the Website and such Services, the Member shall pay its FLX membership dues as described in any relevant Purchase Order Form (the “Purchase Order”). Membership Dues are payable by Member thirty (30) days from the date of invoice. If Member fails to make any payment due to FLX under this Agreement, FLX may suspend performance of the Services or access to the Website without liability to Member until such payment is made. Any suspension of Services under this Section shall not relieve Member of its obligation to pay any outstanding fees or charges payable to FLX under this Agreement. Once an invoice is past due it shall incur a late fee of two percent per month until paid in full.
In the event Member disputes any invoiced Membership Dues, Member will provide written notice of the disputed amount within fifteen (15) calendar days (the “Dispute Period”) after receiving such invoice and timely pay any undisputed portion of such invoice. After the Dispute Period, any undisputed amount shall be deemed undisputed and due immediately. The parties will cooperate in good faith to resolve any disputed invoice or portion thereof within fifteen (15) business days of notice of dispute. Member will promptly reimburse FLX for any cost or expense incurred in connection with any collection efforts undertaken by FLX in connection with any past due amount owed under this Agreement (“Dispute Fees”).
The initial term of any paid subscription services or recurring FLX Services set forth in the Purchase Order Form shall be 12 months (the “Initial Term”). Any such services will automatically renew for successive 12-month periods (each a “Renewal Term” to follow the Initial Term) unless Member provides FLX with ninety (90) days written notice of non-renewal prior to the expiration of the then-current Term. Invoices for any Renewal Term will be provided on the anniversary of the Effective Date as defined in the Purchase Order Form.
Ownership of Content
"Content” shall mean and include, without limitation, data, images, drawings, photographs, video, audio, text, and all other material and information you see through the Website. Any Content or opinions uploaded, expressed, or submitted to any publicly available section of the FLX Website, and all articles and responses to questions, other than such Content provided by FLX, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of FLX. You understand and acknowledge that you are responsible for whatever Content you submit, and you, not FLX, have full responsibility for such Content, including its legality, reliability, and appropriateness. By uploading or otherwise transmitting material to any area of the FLX Website, you warrant that the material is your own, is in the public domain, or otherwise free of proprietary or other restrictions and that you have the right to use it, including by posting it to the FLX Website. You grant to FLX the right to use all such Content you upload or otherwise transmit to the FLX Website in any manner FLX chooses, including but not limited to copying, displaying, performing, or publishing it in any format whatsoever, and modifying it, incorporating it into other material, or making a derivative work based on it.
FLX reserves the right, but does not assume any responsibility, to remove from the FLX Website any material posted by you on the FLX Website that FLX, in its sole discretion, deems inconsistent with the foregoing commitments, including any material FLX has been notified of, or has reason to believe, constitutes a copyright infringement. However, FLX can neither review all material prior to transmission on the FLX Website nor ensure prompt action with respect to objectionable material after it is transmitted on the FLX Website. Accordingly, FLX assumes no liability for any action or inaction regarding transmissions, communications, or other content that is provided by third parties.
Subject to Ownership of Content and all other terms and conditions of this Agreement, Member grants to FLX a non-exclusive, non-transferable, and non-sublicensable license, to reproduce, perform, display, transmit, and distribute on the Website and related media, each Content item. The foregoing includes the right to permit end users to access the Content solely for the reasons allowed under their respective Agreements as participants in the FLX Networks and subject to these Terms and Conditions. FLX is not granted any right to, and shall not, authorize any other use of the Content by end users, or any use of the Content by any other person (including Licensee's Affiliates) other than that contemplated by participation in the FLX Network.
Your failure to comply with the above provisions may result in the termination of your membership to the FLX Website and may expose you to civil or criminal liability.
The information contained herein has been obtained from sources believed to be reliable, but its accuracy and completeness is not guaranteed. FLX reserves the right at any time and without notice to change, amend, or cease publication of the information. It has been prepared solely for informative purposes. FLX may also make improvements and changes to the materials provided at any time without notice.
Performance data contained on the Website represents past performance, and the investment return and principal value of an investment will fluctuate over time and may be worth more or less than their original cost. Past performance does not guarantee future results.
The FLX Website is provided for informational purposes only and should not be construed to be a recommendation to buy or sell securities. Nothing on the Website shall be considered a recommendation or solicitation to buy or an offer to sell a security to any person in any jurisdiction. Any investment decisions you may make on the basis of any information found on this Website is your sole responsibility. FLX does not represent, warrant, endorse, or guarantee any advertised products or services, and the identification or listing of products, services, links, or other information on the FLX Website or any linked website does not constitute or imply any sponsorship, affiliation, or recommendation by FLX. You assume all responsibility and risk associated with your use of the FLX Website and the Internet generally.
FLX MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY OF MATERIALS, OR THE NON-EXISTENCE OF ERRORS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. FLX RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WITHOUT ANY PENALTY OR OBLIGATION AND WITHOUT ANY NOTICE REQUIREMENT, TO DISCONTINUE, CHANGE, IMPROVE, OR CORRECT THE INFORMATION, ALGORITHMS, FORMULAS, CALCULATIONS, DESIGNS, AND DESCRIPTIONS PROVIDED IN THE MATERIALS, AND TO SUSPEND OR DENY ACCESS TO MEMBER FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, IMPROVEMENTS OR CORRECTIONS. SERVICES ARE PUBLISHED AS OF ITS DATE ONLY, AND FLX HAS NO RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION (WHETHER OR NOT MATERIAL EVENTS OCCUR RELATING TO MARKET CHANGES, FINANCIAL UPDATES, NEWS EVENTS, OR ANY OTHER EVENT WHICH MAY IMPACT THE MATERIALS AND THE INFORMATION FOUND THEREIN).
FLX DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE, AND THE MATERIALS SHOULD NOT BE RELIED UPON AS SUCH. FLX IS NOT A LICENSED FINANCIAL OR INVESTMENT ADVISOR. ALL SERVICES SHOULD BE USED WITH THE SUPERVISION OF A LICENSED FINANCIAL OR INVESTMENT PROFESSIONAL THAT IS ABLE TO UNDERSTAND THE RISKS INVOLVED IN USING THE SERVICES TO MAKE INVESTMENT DECISIONS.
MEMBER EXPRESSLY ACKNOWLEDGES THAT FLX IS PROVIDING THE SERVICES PURSUANT TO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THIS AGREEMENT. MEMBER EXPRESSLY AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN SHALL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES OF, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR THE TERMINATION OR SUSPENSION BY FLX OF MEMBER’S USE OF, OR ACCESS TO, THE SERVICES.
EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT, INDEMNIFICATION OBLIGATIONS, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM MEMBER’S USE OF THE SERVICE, THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO MEMBER’S INTERACTIONS WITH FLX. IN NO CASE SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT THAT WAS PAID TO FLX DURING THE PRIOR TWELVE (12) MONTH PERIOD FOR THE APPLICABLE SERVICES GIVING RISE TO ANY SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NO SUCH LIMITATIONS SHALL APPLY IN THE CASE OF ANY POTENTIAL OR ACTUAL VIOLATIONS OF ANY SECURITIES RELATED RULES, REGULATIONS OR LAWS.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF FLX WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. FLX DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
You agree to indemnify and hold harmless FLX, its affiliates, agents, third-party information providers, merchants, licensors, and others involved in the delivery of the FLX Website or the delivery of products, services, or information over the FLX Website, and their respective officers, employees, and directors, from and against any and all claims, liabilities, expenses, damages, losses, costs and expenses, including reasonable attorney's fees, resulting from any violation by you of this Agreement or otherwise arising out of your use of the FLX Website. The indemnification provisions of your Services Agreement, if applicable, shall be in addition to the indemnification provisions included in these Terms & Conditions.
All non-public, confidential or proprietary information of either party ("Confidential Information"), including, but not limited to, information about such party's business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement, including the terms of this Agreement and any related documents, and whether or not marked, designated, or otherwise identified as "confidential," is confidential, solely for use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party's disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
The Receiving Party shall be responsible for any breach of this Section caused by any of its employees, contractors, agents, or representatives. On the expiration or termination of the Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party shall be permitted to maintain one copy of any documents to the extent required for applicable legal or regulatory purposes or established document retention policies, and shall not be required to destroy, alter or modify any automated backup or other archival processes. Each party's obligations under this Section will survive termination or expiration of this Agreement for a period of two years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.
Any communications between Member and FLX, such as email or other correspondence, in which Member offers suggestions or comments for improving or modifying the Services or any part thereof (“Feedback”) will be deemed to be non-proprietary, and Member agrees that:
a. the Feedback is not confidential or proprietary information of any third party and Member has all of the necessary rights to disclose the Feedback to FLX;
b. FLX may irrevocably and freely use, reproduce, publicize, and exploit the Feedback; and
c. Member is not entitled to receive any compensation or reimbursement of any kind from FLX in relation to such Feedback.
Jurisdiction and Choice of Law
These Terms and Conditions shall be governed in all respects by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflicts of law principles. These Terms and Conditions, as they may be amended from time to time, completely and exclusively state the agreement between you and FLX with respect to the FLX Website, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Any cause of action you may have with respect to the FLX Website must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred. Exclusive jurisdiction over any cause of action arising out of these Terms and Conditions or your use of the FLX Website shall be in the state or federal courts located in New Jersey, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience.
These Terms and Conditions, including the documents expressly incorporated by reference, constitute the entire agreement between you and FLX. If any provision of this Agreement is or becomes fully or partially invalid or unenforceable for any reason whatsoever or should be adjudged to violate any applicable law, this Agreement is to be considered divisible as to such provision and such provision, to the extent that it is invalid or unenforceable, is to be deemed deleted from this Agreement, and the remainder of this Agreement shall be valid and binding as if such provision were not included herein.
No waiver of any violation or non-performance of this Agreement shall be deemed to be a waiver of any subsequent violation or non-performance and any failure of FLX to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact FLX at [email protected] if you have any questions.