Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Phlip platform, including its website, applications, and services, provided by Innov8ia LLC, doing business as "Phlip" ("Company," "we," "us," or "our"). By accessing, browsing, or using Phlip, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you may not use the Service. If you are using Phlip on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

Phlip is an AI-powered marketplace arbitrage platform that provides tools for analyzing, managing, and optimizing online marketplace deals. Our Service includes:

• Automated listing scraping and aggregation from multiple platforms
• AI-driven deal scoring and analysis
• Pricing strategy recommendations and margin calculations
• Workflow automation for deal management
• Conversation intelligence for buyer/seller communication guidance
• Integration with third-party platforms (Facebook Marketplace, eBay, Amazon, Mercari, OfferUp)

Phlip provides analysis, insights, and recommendations to assist your arbitrage business. All purchase, sale, and pricing decisions remain solely your responsibility. Phlip does not execute transactions on your behalf or directly interact with marketplace platforms — you control all communications and transactions.

3. Account Registration

To use Phlip, you must create an account with accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. You agree to:

• Provide truthful and complete registration information
• Maintain and promptly update your account information
• Secure your password and login credentials
• Notify us immediately of any unauthorized account access
• Accept responsibility for all activities on your account

You must be at least 18 years old to use Phlip. By registering, you represent that you meet this requirement.

4. Subscription & Billing

Phlip offers subscription plans on a recurring basis. By subscribing, you authorize us to charge your payment method (processed via Stripe) on a recurring schedule as specified. You agree that:

• You will provide accurate, current, and valid payment information
• Charges will be billed at the beginning of each billing period
• You are responsible for all taxes and fees associated with your subscription
• Billing disputes must be reported within 30 days of the charge
• We reserve the right to update pricing with 30 days' written notice
• Refunds are issued according to our Refund Policy (contact support for details)

If a payment fails, we will attempt to retry according to our processing schedule. Continued access to paid features may be suspended if payment remains unsuccessful.

5. Acceptable Use Policy

You agree not to use Phlip for any unlawful, harmful, or unauthorized purpose. Prohibited uses include:

• Violating any applicable laws or regulations (including local, state, and federal laws)
• Infringing intellectual property rights of others
• Engaging in fraud, deception, or misrepresentation
• Harassing, abusing, or threatening other users or third parties
• Transmitting malware, viruses, or malicious code
• Attempting to gain unauthorized access to Phlip systems or user data
• Scraping or reverse-engineering Phlip's platform (except via our authorized APIs)
• Reselling, redistributing, or sublicensing Phlip services
• Using Phlip to violate marketplace platform terms of service
• Conducting unlawful business activities (including money laundering, fraud, or sales of illegal goods)

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account.

6. Intellectual Property

Phlip and all its contents—including text, graphics, logos, images, software, algorithms, and processes—are the exclusive property of Innov8ia LLC and are protected by copyright, trademark, and other intellectual property laws. Your use of Phlip grants you a limited, non-exclusive, non-transferable license to access and use the Service for your personal business purposes only.

You may not:

• Copy, modify, or create derivative works of Phlip
• Distribute, sell, lease, or sublicense Phlip or its components
• Remove or alter any proprietary notices or labels
• Use Phlip's trademarks, logos, or branding without written permission

7. User Content & Data

Your Data

You retain all rights to data you provide to Phlip, including marketplace credentials, deal information, and communication history. By using Phlip, you grant us the right to:

• Store and process your data to deliver the Service
• Aggregate anonymized data for analytics and service improvement
• Use your data in accordance with our Privacy Policy

You are responsible for maintaining backups of your data. While we employ security measures, we do not guarantee against data loss or unauthorized access.

Marketplace Credentials

When you connect your marketplace accounts (Facebook, eBay, Amazon, etc.) to Phlip, you are authorizing Phlip to access, analyze, and display your listings and account data on those platforms. Phlip does not store your marketplace passwords. Credentials are encrypted and used solely to provide the Service. You may revoke access at any time through your account settings or by revoking Phlip's authorization on the respective marketplace platform.

8. Third-Party Platforms & Integrations

Phlip integrates with third-party marketplace platforms including Facebook Marketplace, eBay, Amazon, Mercari, and OfferUp. Phlip is not affiliated with, endorsed by, or officially connected to any of these platforms.

Your use of third-party platforms remains governed by their respective terms of service and privacy policies. We are not responsible for:

• Platform changes, outages, or service interruptions
• Third-party data breaches or unauthorized access
• Disputes between you and third-party platforms
• Violations of third-party platform policies that may result from Phlip usage

Phlip provides analysis and guidance only. You are solely responsible for ensuring your marketplace activity complies with each platform's terms of service and applicable laws.

9. AI-Powered Analysis & Disclaimers

Advisory Nature of AI Output

Phlip uses artificial intelligence to provide deal scoring, pricing recommendations, margin analysis, and conversation guidance. All AI-generated analysis is advisory and informational in nature only. These tools are designed to support your decision-making, not to replace your independent judgment.

You acknowledge and agree that:

• AI analysis may contain errors, inaccuracies, or incomplete information
• Market conditions, platform policies, and buyer preferences change rapidly
• No AI model is 100% accurate in predicting market outcomes
• You make all final purchasing, selling, and pricing decisions independently
• You are responsible for verifying critical information before acting on it

Not Financial Advice

Phlip's scoring, pricing suggestions, and margin analysis are not financial advice, investment recommendations, or predictions of future performance. Phlip does not consider your personal financial situation, risk tolerance, tax obligations, or business circumstances. You should consult with qualified financial, legal, or business advisors before making significant business decisions.

No Guarantee of Profitability

Phlip does not guarantee that using our Service will result in profitable arbitrage deals or any financial gain. Market performance depends on many factors beyond Phlip's control, including market demand, competition, platform policy changes, and external economic conditions.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• PHLIP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
• WE DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• IN NO EVENT SHALL INNOV8IA LLC BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM
• SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THIS MAY NOT APPLY TO YOU

We are not liable for:

• Errors, inaccuracies, or delays in AI-generated analysis
• Market losses, failed arbitrage deals, or unfavorable pricing outcomes
• Third-party platform outages, policy changes, or account suspensions
• Marketplace credential compromise or unauthorized access (except due to our negligence)
• Your violation of marketplace platform terms or applicable laws

11. Indemnification

You agree to indemnify, defend, and hold harmless Innov8ia LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of Phlip or violation of these Terms
• Your violation of applicable laws or third-party rights
• Your marketplace activity or transaction disputes
• Your infringement of intellectual property rights
• Content or data you upload or transmit via Phlip

12. Termination

Termination by You

You may cancel your subscription at any time through your account settings or by contacting support@phlip.app. Cancellation takes effect at the end of your current billing period. No refunds are issued for partial billing periods unless otherwise specified in our Refund Policy.

Termination by Phlip

We may suspend or terminate your account immediately if you:

• Violate these Terms or our Acceptable Use Policy
• Engage in fraud, illegal activity, or intellectual property infringement
• Harass or threaten other users or our team
• Fail to pay subscription fees after reasonable notice
• Pose a security risk or threat to Phlip systems

Effect of Termination

Upon termination, your account and data access cease immediately. We may retain certain data as required by law or for legitimate business purposes. You remain responsible for all charges incurred prior to termination.

13. Data Security & Privacy

Your privacy and data security are important to us. Our handling of personal data is governed by our separate Privacy Policy. By using Phlip, you consent to the collection, use, and disclosure of your data as outlined in the Privacy Policy.

While we implement industry-standard security measures, no online service is 100% secure. You use Phlip at your own risk.

14. Governing Law & Dispute Resolution

These Terms and your use of Phlip are governed by the laws of the State of Colorado, without regard to conflict of law principles. You consent to the exclusive jurisdiction of the state and federal courts located in Colorado for any disputes arising from or relating to these Terms or Phlip.

15. Changes to Terms

Phlip may update these Terms at any time. We will provide notice of material changes via email or by prominently posting the updated Terms on our website. Your continued use of Phlip after changes become effective constitutes acceptance of the new Terms. If you do not agree to updated Terms, your sole remedy is to cancel your subscription.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full effect.

17. Entire Agreement

These Terms, along with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Phlip regarding your use of the Service and supersede all prior understandings and agreements, whether written or oral.

18. Contact Information

If you have questions about these Terms, wish to report a violation, or need to contact us, please reach out:

• Email: support@phlip.app
• Company:INNOV8 Ventures LLC, doing business as Phlip