FlakeTrade is a demonstration. This page is a proposed working draft, not an agreement presently governing live transactions. Business decisions and legal counsel review remain outstanding. No credit, payment, delivery or protection obligation is activated by this preview.
Terms and Conditions — Draft Preview
Last reviewed: · Draft version: 2026-11-08-preview-1
English is the only working legal draft. Legal translations are pending and have not been reviewed by counsel. Navigation and review notices are localized; English source clauses remain unchanged.
These previews do not make demonstration claims of verified sellers, protected payments, inspected products or available credits operational safeguards.
FlakeTrade Terms and Conditions
Effective date: [TO BE SET ONLY AFTER APPROVAL]
Last updated: [TO BE SET]
Legal entity and notice address: Flake Trade LLC, [LEGAL ADDRESS]
Legal notices: [LEGAL NOTICE EMAIL]
Support: [SUPPORT EMAIL]
1. Acceptance, scope, and priority
Unresolved review references — not agreed obligations: D12 D22
These Terms and Conditions (“Terms”) govern your access to and use of the FlakeTrade website, applications, marketplace, and related services (collectively, the “Platform”), operated by Flake Trade LLC (“FlakeTrade,” “we,” “us,” or “our”). By creating an account or affirmatively accepting these Terms when prompted, you agree to a binding agreement with FlakeTrade. Mere browsing alone is not intended to substitute for affirmative acceptance where legally required.
These Terms incorporate by reference the Privacy Policy [LINK], Credit Policy [LINK OR THE APPLICABLE SECTIONS BELOW], the applicable transaction-specific terms disclosed before confirmation, and any other policies expressly presented and accepted. If there is a conflict, transaction-specific terms govern that transaction only to the extent they explicitly identify the conflicting provision; mandatory law always controls.
IMPORTANT: THESE TERMS INCLUDE DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RULES FOR NONEXPIRING FLAKE CREDITS, AND [OPTIONAL, COUNSEL-APPROVED DISPUTE-RESOLUTION CLAUSE]. READ THEM CAREFULLY BEFORE JOINING OR TRANSACTING.
We may update these Terms prospectively by providing reasonable notice appropriate to the nature of the change. Material changes affecting existing credit balances, paid rights, or pending transactions require affirmative consent where necessary, and will not be applied retroactively in a manner prohibited by law. Continued use will not be treated as acceptance where new affirmative consent is legally required.
2. Business-to-business eligibility; authority
Unresolved review references — not agreed obligations: D12
The Platform is intended for individuals at least 18 years old acting for legitimate commercial flooring, decorative concrete, distribution, or related business purposes. You represent that you are acting for a business, are legally able to contract, and have authority to bind any business account you represent. FlakeTrade may verify business credentials, identity, email, telephone, payment details, and other information reasonably necessary to combat fraud and comply with law. Verification or an account badge is not a warranty of honesty, creditworthiness, product quality, or performance.
You must provide accurate registration information, maintain account security, promptly report unauthorized access, and not allow other parties to use your account without permission. No account or credit transfer is permitted except as expressly approved by FlakeTrade and permitted by law. A verified member may act as both a supplier and a recipient of flake; separate buyer/seller roles are not required.
3. What the Platform does—and does not do
Unresolved review references — not agreed obligations: D03 D09 D11
FlakeTrade facilitates introductions, listing and reservation of surplus decorative flooring flake, credit accounting if approved and offered, transaction coordination, payment of Platform fees, shipping arrangements, and dispute-resolution processes. Except where an expressly separate written agreement states otherwise, FlakeTrade does not manufacture, independently test, own, warehouse, inspect in person, take possession of, or physically transport members' flake. Participating members remain responsible for the products they submit and ship.
FlakeTrade is not a bank, depository institution, insurer, fiduciary, investment adviser, freight carrier, or escrow agent merely by providing the Platform. This statement does not override any nonwaivable obligations or actual legal status arising from how the service operates.
“Protected transactions,” when used in marketing, means only the specific Platform procedures described in these Terms and the transaction screens: identity checks, recordkeeping, payment-provider controls where enabled, shipping records, and an opportunity to report problems. It is not insurance, a guarantee of reimbursement, guaranteed safe delivery, an escrow promise, or an assurance that a chargeback cannot occur.
4. Listings; product ownership; authenticity and condition
Unresolved review references — not agreed obligations: D02 D14
By listing or contributing flake, you represent and warrant that: (a) you have good and transferable title or the lawful authority to transfer it; (b) the flake is genuine and lawful to ship and resell; (c) the brand, manufacturer/product identifier, blend, package weight, quantity, seal status, age/lot information where available, and condition are accurately disclosed; (d) it is not stolen, counterfeit, contaminated, recalled, materially degraded, prohibited, or subject to an undisclosed lien or restriction; and (e) photos and descriptions accurately depict the actual product. Do not list hazardous, regulated, or restricted articles unless both the Platform and carrier expressly permit them.
[DECISION REQUIRED: sealed-full-box-only; acceptable age/storage standards; material equivalence; evidence requirements.] No box is eligible for credit merely by being listed. Eligibility and the point at which a contribution becomes final depend on the transaction rules in Section 5 and the accepted transaction confirmation. FlakeTrade may reject, remove, pause, or require verification of a listing on reasonable evidence of nonconformity or fraud. Inspection by AI or review staff is advisory, not certification.
5. The Flake Credit program — core contract
Unresolved review references — not agreed obligations: D01 D02 D03 D04 D05 D06 D07 D08 D13 D23 D25 D26 D27 D28 D29 D30 D31 D32
5.1 What one credit means. If and only if FlakeTrade formally enables the Flake Credit program, a member who successfully contributes one eligible, accepted box of flake in a completed exchange receives one book-entry “Flake Credit” in the member's account, subject to the rules in effect at the time of that contribution. One valid credit may be tendered toward one eligible box offered for redemption through the Platform, subject to availability, completion of the reservation and acceptance process, applicable fees and shipping, and any disclosed equivalence criteria. [DECISION REQUIRED: whether any box of flake is exchangeable for any other box regardless of size, brand, value, or condition; whether a 40-lb standard is mandatory.]
5.2 No expiration. Valid Flake Credits do not expire solely because time passes. There is no dormancy deadline, automatic time-based reduction, or routine inactivity confiscation. Account closure, legal orders, fraud corrections, and other exceptional circumstances are addressed separately below; they do not convert these credits into a promise of unlimited physical inventory.
5.3 No money; no investment. Credits are noncash contractual exchange units limited to the Platform. They are not U.S. dollars, securities, deposits, bank balances, interest-bearing products, cryptocurrency, investment instruments, or representations of ownership of any particular warehouse item. They do not earn interest, dividends, or investment returns. Except where required by law or an approved written remedy, credits cannot be redeemed for money or applied to cash purchases or unrelated merchandise. Credits cannot be sold, assigned, pledged, gifted, exchanged outside the Platform, or transferred to another account without express written authorization and legal approval. No statement in these Terms conclusively determines regulatory treatment, which depends on the implemented program and applicable law.
5.4 When credits are issued. Listing, reservation, presenting a shipping code, or tendering a box to a carrier does not by itself create an irrevocable earned credit. [CHOOSE AND DISCLOSE A PRECISE TRIGGER: for example, carrier delivery plus recipient confirmation or completion of a defined review period and acceptance.] A pending credit may appear separately as “pending,” with no right to redeem it until credited as earned. FlakeTrade may investigate suspected misdescription, nonshipment, damage, duplicated inventory, or fraud before final posting; the member receives notice and a fair opportunity to submit evidence.
5.5 Availability and queueing. Credits do not reserve, guarantee, or require FlakeTrade to purchase or manufacture a particular box, color, blend, brand, price category, or weight on demand. Redemption depends on another eligible box being offered and a transaction being completed. Search listings, available inventory, and matching functionality are not promises of immediate supply. A member may retain credits without time limit while waiting for a suitable listing. However, FlakeTrade will not unilaterally extinguish valid credits merely because inventory is unavailable.
5.5A Express acceptance of matching and liquidity risk; no delivery deadline. By affirmatively committing an eligible box for exchange, a contributing member acknowledges that FlakeTrade is a member-supplied marketplace rather than an inventory guarantor; that contributions by other members are voluntary; that no particular blend, color, brand, location, quantity, compatible alternative, or date of availability is assured; that a credit may remain unredeemed for an indefinite period; and that the contributor bears the commercial risk of waiting for a desirable opportunity. A nonexpiring credit is not a guarantee of timely redemption. FlakeTrade has no obligation to buy, manufacture, acquire, or warehouse matching product solely to satisfy a particular member's preferred redemption timing, except as expressly required by applicable law or any separately adopted, expressly stated program remedy. The member can choose whether to contribute after reviewing these risks; no commitment should be irrevocable before the risk is disclosed and accepted. This allocation does not authorize FlakeTrade to fabricate listings, misrepresent expected availability, intentionally obstruct redemption, arbitrarily erase valid credits, or avoid any nonwaivable duty. The member's obligations and remedies upon an actual platform wind-down remain subject to Section 5.6 and the final approved wind-down policy. [COUNSEL REVIEW REQUIRED: whether credit issuance creates a present enforceable duty to make a redemption opportunity available, and the minimum lawful remedy for total program failure.]
5.5B The FlakeTrade contributor community. Each participating member is invited to help grow the pool of eligible flake by talking honestly with fellow contractors about the Platform, encouraging legitimate contributions, and sharing authorized listing links. We call a member who successfully supplies accepted flake a contributor, not a charitable donor. Participation is commercial exchange, not a charitable donation or a tax-deductible gift. There is no required minimum number of referrals, no guarantee that referrals will join or list product, and no authority to contact others in violation of privacy, anti-spam, telemarketing, or other laws. [BUSINESS DECISION: if management wishes to make reasonable community-promotion efforts a contractual duty rather than an invitation, counsel must define an objective, non-coercive standard, remedies, and safeguards. Recommended default: voluntary encouragement, not a condition of earned credits.]
5.5C Public contributor recognition and accurate metrics. Subject to member display preferences and privacy law, the Platform may show a factual, auditable tally such as: “This verified contractor has contributed [N] accepted boxes through FlakeTrade. How many have you contributed?” Counts must reflect actual accepted, eligible boxes, not merely listings, reservations, pending shipments, disputed submissions, withdrawn boxes, or fictional demo data. A contribution does not mean the contributor donated product without exchange consideration; avoid misleading claims about charitable status or public benefit. Separately label boxes contributed, boxes received, trades completed, and currently available boxes, and correct figures after any adjudicated reversal. Display only privacy-safe identity such as an opted-in business display name or alias; do not expose contact details or facilitate off-platform circumvention. Public badges or testimonials must not misrepresent product quality, safety, or endorsements; disclose material incentives when applicable.
5.5D Referral invitations and contact data. Members may, where enabled, enter fellow contractors' business email addresses or telephone numbers to suggest that FlakeTrade notify them of a newly listed box, subject to the separate Referral/Invitation Policy and legally required consents. A referring member represents that information was collected lawfully and is accurate, that the referral is relevant to the recipient's trade, and that the member is not uploading purchased, scraped, or bulk contact lists. This representation does not substitute for any recipient consent required by law. Referring members may not upload another person's contact details for public display or bypass platform rules. FlakeTrade may reject, rate-limit, suppress, or decline invitations, including all promotional SMS absent recipient-verified consent. A member's ability to earn or retain already-valid credits does not depend on sending invitations. Recipients receive clear sender identification, applicable opt-out controls, and privacy disclosures; FlakeTrade neither promises delivery nor grants the referrer access to recipient consent status beyond a minimal outcome. The applicable Privacy Policy must explain source, purpose, retention and deletion of third-party contact data.
5.6 Program continuity and remedies — MUST BE APPROVED BEFORE LAUNCH. If the program is suspended, materially modified, or terminated, FlakeTrade will provide a commercially reasonable and legally compliant process for existing valid credits, with advance notice when feasible. [DECISION REQUIRED: specify enforceable termination/wind-down remedy—for example, a defined redemption window plus access to a substitute-equivalent fulfillment program and, if legally required or voluntarily elected, a defined cash or alternative settlement rule.] Until this section is finalized and disclosed, FlakeTrade must not issue real credits. A blanket promise to confiscate all credits on termination is not part of these draft Terms. No statement of unlimited duration should imply guaranteed redemption against inventory that does not exist.
5.7 Reconciliation and corrections. FlakeTrade may correct demonstrable technical, duplicate, fraudulent, or mistaken ledger entries after notice and documented review. It may temporarily freeze a disputed quantity while examining evidence. A member may contest a correction through the dispute procedure. Credits earned through completed legitimate transactions will not be arbitrarily revoked or retroactively devalued.
5.8 Partial units, account death or dissolution, suspension, bankruptcy, and inactivity. [DECISIONS REQUIRED: one-credit-per-sealed-box only; no fractions; consequences of death, business sale/dissolution, prolonged suspension, permanent ban, account closure, business failure, and bankruptcy; whether claims are unsecured; transfer/estate rights; dormant-property obligations.] Any final provision must conform to applicable state unclaimed-property, consumer, commercial, and insolvency law; it cannot extinguish rights that law protects. Account closure does not automatically erase accrued legal claims.
5.9 Inventory backing and solvency disclosure. Credits are recorded obligations of the Platform program only to the extent described in these Terms; they are not a warehouse receipt, evidence that FlakeTrade physically holds a corresponding box, or a promise that every outstanding credit is backed one-for-one by inventory physically held by FlakeTrade. Members should not contribute goods expecting immediate or guaranteed matching inventory. FlakeTrade must maintain an internally reconciled ledger and a documented operational plan for outstanding redemptions. [DECISION REQUIRED: whether the business will establish inventory, supplier commitments, cash reserves, or a backstop; reserve and accounting policy.]
6. Trade reservations and completion
Unresolved review references — not agreed obligations: D04 D15
A reservation temporarily removes specified listed inventory from other reservations for the disclosed reservation period. It is not a completed transfer, guaranteed shipment, or final issuance of credit. The Platform will disclose the precise box/product, quantity, condition, required credit balance, fees, fulfillment method, estimated shipping, expiration time, and any applicable cancellation or extension options before commitment.
Acceptance or confirmation is complete only when the Platform records the specified event. Each party must respond accurately to delivery or discrepancy prompts. Reservation periods and non-response rules must be disclosed and are [DECISION REQUIRED]. FlakeTrade may pause a transaction in good faith on evidence of error, nonconformity, suspected fraud, sanctions concerns, or safety issues, providing available procedures to resolve it.
7. Fees, payment authorizations, and taxes
Unresolved review references — not agreed obligations: D10 D11 D19 D20
Before any charge, the Platform will display the exact current fee and obtain express consent. The initial proposed structure is a $5 buyer fee per eligible box and a $5 seller fee per eligible box, with shipping charges paid by the buyer. Existing prototype screens may instead show a $5 prepaid/promoted seller fee and a $7.50 deferred fee; these are not settled policy and must be reconciled with the final live pricing schedule. No fee shall be imposed simply because it appears in this draft.
Fees, refunds, partial completion, promotional credits, and responsibility for taxes will be governed by the transaction-specific disclosure and applicable law. FlakeTrade may use third-party payment providers that impose additional terms. Members authorize only the disclosed charges, and must not attempt to evade valid payment obligations. A payment-card authorization or settled charge is not irrevocable and does not eliminate legitimate dispute or refund rights.
[DECISION REQUIRED: precise merchant of record, sales/use tax obligations, charge timing, processing fees, refunds, partial refunds, disputed transactions, credit issuance on card reversal, seller chargeback exposure, chargeback fee recovery, and which party owes marketplace-facilitator taxes where applicable.] No automatic chargeback penalty, punitive fine, or waiver of statutory/card-network rights is imposed merely by these Terms.
8. Shipping; single-piece transactions; third-party carrier
Unresolved review references — not agreed obligations: D09 D16 D17
Where shipment is offered, each shipment shall consist of one separately authorized package/box, subject to the actual UPS agreement, carrier rules, and platform limits. The buyer pays the shipping charge disclosed at checkout; FlakeTrade, as carrier-account holder when applicable, is responsible to UPS for charges billed to its account. The price initially quoted may differ from UPS's final invoiced amount due to verified carrier corrections; [DECISION REQUIRED: who bears, and must separately authorize, post-shipment corrections, dimensional-weight adjustments, surcharges, refused shipments, returns, redelivery, and accessorial charges].
A shipping barcode or QR code is a transaction-specific authorization, not permission to ship other contents or to disclose or use FlakeTrade's UPS billing credentials. The supplier must securely pack and seal an eligible single box, meet all weight, size, labeling, packaging, carrier, and dangerous-goods restrictions, and tender it only at a participating eligible location within any published validity period. Do not represent a label-free option as universally available until confirmed by UPS.
UPS is an independent carrier, not FlakeTrade's agent for guaranteeing anonymity or product quality. Shipment labels, tracking, receipts, and legal carrier records may disclose sender, recipient, pickup, or delivery details. FlakeTrade does not guarantee that trading parties can never learn each other's identities or bypass the Platform. Members must not misuse shipping information to solicit or complete off-platform transactions in violation of Section 10.
Responsibility for loss, damage, shortage, improper packaging, late shipment, and proof of tender/delivery is governed by the carrier terms, evidence, this agreement, and applicable law. [DECISION REQUIRED: title/risk-of-loss transfer, insurance/declared value, claim filing party and deadline, shipping refunds, nonshipment, carrier charge disputes, and whether any shipping protection is purchased.]
9. Inspection, problems, and resolution
Unresolved review references — not agreed obligations: D14 D15 D17 D20
Recipients must review deliveries promptly and report apparent mismatch, wet/opened packaging, contamination, materially incorrect blend, incorrect quantity, or other problems through the Platform with photographs and records. [DECISION REQUIRED: reasonable claim periods and exceptions for latent defects.] FlakeTrade may request records, obtain carrier tracking, facilitate communications, temporarily freeze related credits/payouts, and propose commercially reasonable resolutions such as reversal of a pending credit, substitute item, partial adjustment, carrier claim, or approved refund.
FlakeTrade is a facilitator and cannot guarantee that parties will agree; it does not make its decisions immune from review or legal remedies. No clause prevents members from contacting a regulator, filing a legally permitted complaint, reporting fraud, or disputing unauthorized charges. Evidence and review procedures must be reasonable, nondiscriminatory, and documented.
10. No circumvention; communication and confidentiality
Unresolved review references — not agreed obligations: D18
To protect the Platform's matching, reputation, and fee model, members must not post or embed direct contact details in listings, photos, reviews, wanted requests, or other public content, nor use nonpublic member contact information learned through a Platform transaction to deliberately divert that transaction off-platform to evade agreed fees. Prohibited examples include uploading visible phone numbers, email addresses, websites, social handles, QR codes, or business cards to solicit direct arrangements.
[DECISION REQUIRED: whether any narrowly tailored noncircumvention period is appropriate, how existing independent relationships are excluded, and how to avoid unlawful restraints of trade.] This provision does not prohibit lawful independent business relationships unrelated to a FlakeTrade-introduced transaction, protected communications, truthful reviews, or legal reporting. No unreasonably broad noncompete or automatic punitive penalty is imposed.
11. Member content; photographs; IP and moderation
Unresolved review references — not agreed obligations: D14 D28
Members retain ownership of original content but grant FlakeTrade a nonexclusive, worldwide, royalty-free license for the duration reasonably needed to operate, display, reproduce, moderate, promote, archive, and document content in connection with the Platform, subject to the Privacy Policy and applicable law. Members warrant they have rights to upload content and will not include protected confidential information or personal data without authorization.
FlakeTrade may review and reject content that contains direct contact details, misleading product information, unsafe items, harassment, infringement, spam, or illegal material. Automated image or AI-based assessments can err and are not final guarantees. Members may request human review where appropriate. We may preserve records reasonably necessary for legal, fraud, and chargeback purposes.
Members may leave truthful reviews, including negative reviews. We do not prohibit or financially penalize honest criticism; moderation of fake, harassing, confidential, unlawful, or materially misleading content does not require suppressing fair criticism.
12. Privacy, verification, and communications
Unresolved review references — not agreed obligations: D12 D21 D29 D30 D31
FlakeTrade collects and uses information as described in its separately approved Privacy Policy, including contact verification data, transaction records, product photographs, shipping addresses, payment-provider tokens/references, and fraud/chargeback evidence. Access to contact information may be restricted to what is operationally necessary, but absolute anonymity between parties is not guaranteed. The Platform may disclose information to payment processors, carriers, service providers, law enforcement, or parties as required or permitted by law and the Privacy Policy.
Transactional notices may be sent by email or SMS as permitted by applicable law and your choices. Marketing messages require any separate consent that law demands. [DECISION REQUIRED: state privacy rights applicability, retention, deletion, SMS consent/STOP language, and identity verification vendor.]
13. Account integrity, prohibited conduct, and enforcement
Unresolved review references — not agreed obligations: D13
You may not commit fraud; supply stolen/counterfeit or unsafe products; manipulate fees, reviews, identity, credits, or shipments; create duplicate accounts to circumvent controls; use unauthorized payment methods; scrape protected information; attack the Platform; or violate law or carrier rules. FlakeTrade may temporarily restrict actions, cancel unsafe pending transactions, or suspend accounts based on documented reasonable grounds, and may report suspected illegality where appropriate. Serious reputation strikes require reviewed incidents rather than automatic allegations.
Notice and a reasonable opportunity to contest will be provided when practicable and lawful. Suspension does not itself cancel lawful accrued obligations, valid credits, or available remedies. [DECISION REQUIRED: rule for frozen credits while investigating misconduct and treatment upon confirmed fraud or permanent termination.]
14. DISCLAIMER OF WARRANTIES
Unresolved review references — not agreed obligations: D14 D24
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. FLAKETRADE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, AND UNINTERRUPTED SERVICE TO THE EXTENT SUCH WARRANTIES MAY LEGALLY BE DISCLAIMED BY A MARKETPLACE FACILITATOR.
FLAKETRADE DOES NOT WARRANT THE QUALITY, AUTHENTICITY, COMPATIBILITY, SAFETY, STORAGE HISTORY, COLOR MATCH, BLEND, COVERAGE, OR PERFORMANCE OF MEMBER-SUPPLIED FLAKE OR THE PERFORMANCE OF THIRD-PARTY CARRIERS, MEMBERS, OR PAYMENT PROVIDERS. ANY EXPRESS WARRANTY FROM THE SUPPLYING MEMBER IS SEPARATE AND MUST BE IDENTIFIED IN THE APPLICABLE TRANSACTION.
These terms do not purport to disclaim a warranty or duty that cannot legally be excluded, negate an express representation made by FlakeTrade, or override statutory protections. Whether and how UCC Article 2 applies to a particular exchange must be assessed by counsel.
15. LIMITATION OF LIABILITY; ALLOCATION OF RISK
Unresolved review references — not agreed obligations: D24
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLAKETRADE AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, LOST OPPORTUNITIES, OR LOSS OF DATA ARISING OUT OF THE PLATFORM OR MEMBER-TO-MEMBER TRANSACTIONS, EVEN IF ADVISED OF THE POSSIBILITY.
[COUNSEL DECISION REQUIRED: set a commercially fair, defensible direct-damages cap, e.g., fees actually paid to FlakeTrade for the specific affected transaction plus an additional floor, with express carveouts.] Until that decision is made, no numerical cap has been approved. Any final limitation should include required carveouts for fraud, willful misconduct, gross negligence where nonwaivable, bodily injury/property damage where law requires, data/privacy statutory rights, and express unfulfilled credit obligations to the extent law or the final Credit Policy requires. No limitation operates where prohibited by law or when a legally required remedy would otherwise fail of its essential purpose.
16. Indemnification
Unresolved review references — not agreed obligations: D24
To the extent lawful, a business member will defend, indemnify, and hold harmless FlakeTrade and its personnel from third-party claims, losses, damages, and reasonable attorneys' fees arising out of that member's unlawful conduct, misrepresentation, unauthorized use, infringement, harmful or nonconforming product, unsafe packaging, or material breach of these Terms, except to the extent caused by FlakeTrade's own actionable wrongdoing. FlakeTrade must promptly give notice and allow reasonable cooperation; no settlement may impose nonmonetary obligations or admission on an indemnified party without consent.
[COUNSEL DECISION REQUIRED: defense control, notice, proportional fault, insurance, and state-specific restrictions.]
17. Disputes; governing law; forum
Unresolved review references — not agreed obligations: D12
The parties should first provide written notice of a claim and a reasonable opportunity for informal resolution, without preventing urgent protective relief or legally required filings. Notices must include enough transaction information to permit investigation without sending full card numbers or sensitive secrets by email.
[DECISION REQUIRED: determine Flake Trade LLC's actual state of formation and principal operations, choose governing law and exclusive venue consistent with applicable law, and decide whether to adopt an enforceable arbitration and class-action waiver with conspicuous affirmative acceptance, opt-out where advisable, appropriate exceptions, provider rules, small-claims carveout, and consumer protections.] Until reviewed by counsel, do not add mandatory arbitration or a class-action waiver by implication. No clause prevents lawful chargebacks, regulatory reports, agency complaints, or exercise of nonwaivable statutory rights.
18. Suspension, termination, and program wind-down
Unresolved review references — not agreed obligations: D05 D06 D13 D25
Members may request account closure subject to resolution of outstanding transactions, lawful retention, and any outstanding rights. FlakeTrade may suspend or terminate access for material breaches, illegality, or platform discontinuance with notice when practicable. Existing accepted transactions, lawful refund rights, accrued credit rights, liabilities, and applicable terms survive to the extent necessary.
CRITICAL: Before launch, adopt a separate written nonexpiring-credit wind-down policy. The inability to source inventory must not silently cause forfeiture, indefinite unjustified account lockout, or retroactive rewriting of earned rights. FlakeTrade may prospectively stop issuing new credits upon advance notice; it must address existing valid credits under the published, lawful wind-down remedy. No promise in these Terms means that every box is backed by segregated physical inventory.
19. General provisions
Unresolved review references — not agreed obligations: D12 D23
If a provision is invalid, the remaining provisions remain effective where lawful, subject to any essential-purpose limits. Failure to enforce is not a permanent waiver. Neither party may assign obligations contrary to law; FlakeTrade may assign the agreement as part of a legitimate business succession only subject to protection of outstanding member rights and any required notice/consent. Events beyond reasonable control may excuse delay but do not automatically erase financial or credit obligations. These Terms plus expressly incorporated and accepted policies constitute the agreement for Platform access; transaction-specific acceptance records supplement them. Electronic records and signatures are permitted to the extent authorized by law.
20. Contact
Unresolved review references — not agreed obligations: D12
Questions, disputes, and legal notices: Flake Trade LLC, [PHYSICAL LEGAL ADDRESS], [LEGAL NOTICE EMAIL], [SUPPORT EMAIL]. Include the transaction identifier and avoid sending payment-card secrets.
DRAFT PREVIEW ONLY. No effective date or legal approval has been established. No assent is requested or recorded.