Terms of Use

Last Updated : September 6, 2024

This is a binding legal agreement between you, your business and your representatives (collectively, “you,” “your” or “Customer”) and WhipFlip, Inc. (WhipFlip Xchange) (“WhipFlip, Inc. (WhipFlip Xchange),” “we” or “our”). These terms of service (“Terms”) cover your use and access to the services available from WhipFlip, Inc. (WhipFlip Xchange) through which you may sell and purchase vehicles and any services provided related thereto (the “Services”). A Customer can mean the party selling a vehicle (the “Seller”), the party buying a vehicle (the “Buyer”), anyone who places an offer on a vehicle, appraises a vehicle, or anyone using the Services.

These Terms and any amendments to them will be effective as of the date specified herein or in the amended Terms. By using or accessing the Services, you agree to be bound by the current Terms, the WhipFlip, Inc. (WhipFlip Xchange) Privacy Policy located at Privacy Policy, the WhipFlip Buyback Policy (i.e. Arbitration Policy) located at Arbitration Policy

1.Eligible Participants

1. WhipFlip Xchange provides a business-to-business online marketplace, vehicle purchasing service, and appraisal tool for used vehicles. Only representatives of licensed dealerships are eligible to participate. By using the Services you represent and warrant that you are a licensed dealer of motor vehicles and are legally eligible to purchase or sell wholesale vehicles for resale.
   
   A current state issued dealer’s license, applicable resale certificate(s), and federal tax identification are among the documents and information a dealership will need to provide to utilize the Services.

2. Registration

1. To be eligible to access the Services, you must complete the WhipFlip Xchange online registration process which includes submission of current dealer license(s), user activation, passing of Auction Access, and payment setup (to access services and pay/receive funds for vehicles transacted on the platform. Upon receipt and approval of your registration documents, you and your designated authorized representatives (“Authorized Representatives”) will be issued unique names and passwords to access the Services. You are liable and responsible for all actions, omissions and any failure to act of your Authorized Representatives in connection with your Authorized Representatives’ use of the Services.
   
   You represent and warrant that all information that you provide to WhipFlip, Inc. (WhipFlip Xchange) is accurate and complete and that you will notify us in writing of any changes to the information provided. You hereby authorize WhipFlip, Inc. (WhipFlip Xchange) to share the information you provide to us (including, without limitation, financial information) with WhipFlip, Inc. (WhipFlip Xchange) partners solely to the extent such information is needed to provide the Services. You agree not to give anyone access to the Services other than your Authorized Representatives.
   
   Further, you represent and warrant to WhipFlip, Inc. (WhipFlip Xchange) that: (a) you and your Authorized Representatives are in compliance with and shall comply with all laws and regulations that apply to your business; and (b) you and your Authorized Representatives have secured and will maintain all permits, licenses and governmental approvals required to operate your business including, without limitation, as required to access and participate in the Services.
   
   We reserve the right to temporarily or permanently suspend your access rights and/or the access rights of any of your Authorized Representatives at any time in our sole and absolute discretion.

3. Permitted Use

1. You agree that you will use the Services solely for your internal business purposes and will not:
   
   

   (i) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted by Section 25 herein), distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to your Authorized Representatives or as otherwise contemplated by these Terms;

   (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

   (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights;

   (iv) send or store malicious code or viruses;

   (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or

   (vi) attempt to gain unauthorized access to the Services or its related systems or networks.

You further agree that you will not:

(i) modify, copy or create derivative works based on the Services;

(ii) frame or mirror any content forming part of the Services;

(iii) reverse engineer or decompile the Services;

(iv) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; or

(v) permit or authorize any third party to do any of the above at your direction or on your behalf.

4. WhipFlip, Inc. (WhipFlip Xchange) Role

1. WhipFlip, Inc. (WhipFlip Xchange) provides a proprietary platform, marketplace, and services to facilitate appraisals and the exchange of used vehicles between WhipFlip Xchange and participating automotive dealers.

WhipFlip, Inc. (WhipFlip Xchange) is either the buyer or seller of a vehicle.  Dealers may purchase inventory that WhipFlip, Inc. directly owns and offers on the WhipFlip Xchange marketplace or sell inventory to WhipFlip, Inc. via the WhipFlip Xchange platform. As a commercial party, you should research the condition and value of the vehicle and the terms of sale before bidding.

5. Buying, Selling, Appraising

1. Please see the WhipFlip Xchange “How it works” page How It Works for detailed information regarding the buying, selling, and appraisal process.

6. Seller Obligations

1. The Seller represents, warrants and agrees to the following terms:

1.) Seller is a licensed dealer of motor vehicles;

2.) any amounts owed to WhipFlip, Inc. (WhipFlip Xchange) or its affiliates by Seller may be deducted from any proceeds due Seller;

3.) WhipFlip, Inc. (WhipFlip Xchange) may stop payment or refuse to authorize payment to Seller pursuant to a right of offset;

4.) risk of loss for a vehicle remains with the Seller as long as the vehicle is at Seller’s premises. Once WhipFlip, Inc. (Buyer) retrieves the vehicle, or otherwise causes the vehicle to be removed from Seller’s premises, the risk of loss for the vehicle is transferred to WhipFlip, Inc. (Buyer) or its agents;

5.) it is responsible for completion and execution of the required odometer mileage statement pertaining to the vehicle and on the certificate of title;

6.) that it is the true and lawful owner of the vehicle except appraising it for a value.

7.) that the vehicle is free from all liens and encumbrances prior unless disclosed by the Seller and accepted by WhipFlip, Inc.

8.) that it has full rights, power and authority to sell and transfer title to WhipFlip, Inc. (Buyer) in accordance with the WhipFlip Xchange Title Policy Privacy Policy.

9.) a $250 cancellation fee will be assessed to a Seller if a transaction is cancelled and/or the purchased vehicle becomes unavailable after offer acceptance.  Seller is also responsible for the full cost of transportation incurred by WhipFlip, Inc. for any transportation dry-runs that occur (i.e, WhipFlip transporter arrives, vehicle is unavailable).

10.) disclosure of all mechanical, cosmetic, and vehicle history issues and has not practiced acts of deception regarding falsely altering the vehicle condition to hide present issues needing repair.  This includes but is not limited to recent clearing of trouble (fault) codes and warning lights (ex. clearing Check Engine Light) without performing the proper repair, engine and drivetrain sound deadeners (masking internal noises, slipping, etc.), masking structural or moderate cosmetic issues.  If any of these issues are detected, even post-inspection and delivery at any time, WhipFlip, Inc. reserves the right to unwind the sale and immediately recoup the principal and applicable fees (ex. transport cost).

11.) unless otherwise agreed, Seller will hold and make the sold vehicle available on its lot for at least seven business days after the sale of the vehicle for WhipFlip, Inc. or its agent to pick up;{" "}

12.) unless otherwise agreed, Seller will permit WhipFlip, Inc. (WhipFlip Xchange) to inspect on Seller’s lot the vehicle(s) Seller intends to sell through the Services, for the purpose of validating exact condition of the vehicle offered to WhipFlip, Inc. for purchase through WhipFlip Xchange.

13.) Seller shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

7. Buyer's Obligations

1. The Buyer represents, warrants and agrees to the following terms:

1.) that it is a licensed motor vehicle dealer in good standing;{" "}

2.) Buyer will purchase the vehicle at the accepted offer price (whether Buy it now, floor met, or negotiation offer accepted) which can be accepted by WhipFlip Xchange until 12:00AM Eastern time of the day after the listing is launched;

3) Buyer will not resell the vehicle until good funds have been transmitted to WhipFlip, Inc.;

4.) Buyer will pick up the vehicle within five (5) business days.

5.) Buyer will select a payment option by 11:59 pm same day the offer is accepted by the WhipFlip, Inc. (WhipFlip Xchange) or WhipFlip, Inc. (WhipFlip Xchange) reserves the right to automatically debit the Buyers account for the sale price of the vehicle as it is a binding offer acceptance (i.e. automatic checkout) or this sale may be considered null and void at WhipFlip, Inc. (WhipFlip Xchange) discretion; in such event Buyer may be subject to financial penalty and/or suspension of Buyer’s account access;

6.) that no stop payment of Buyer’s payment to WhipFlip, Inc. (WhipFlip Xchange) shall be honored;

7.) that any stop payment order shall be deemed by the parties to be evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction;

8.) that it will abide by the timeframes for delivery of title set forth in WhipFlip, Inc. (WhipFlip Xchange) titles policy;

9.) that WhipFlip, Inc. (WhipFlip Xchange) may deposit any payment immediately, regardless of whether the vehicle’s certificate of title has been submitted;

10.) that Buyer is responsible for pickup and transport, or may elect to utilize WHIPFLIP, INC. (WHIPFLIP XCHANGE) Transportation LLC services when available;

11.) that it is solvent;

12.) that the vehicle is purchased solely for resale;

13.) that the vehicle is purchased for resale in the form of tangible personal property in the regular course of business and is the sort usually purchased by Buyer for resale;

14.) that if it is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;

15.) that in the event that the vehicle is used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then be accrued and become payable;

16.) that it holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Seller’s state, county, and country as appropriate;

17.) title to the vehicle will not pass to Buyer until complete payment has been received by WhipFlip, Inc. (WhipFlip Xchange) and the title has been received from the Seller;

18.) WhipFlip, Inc. (WhipFlip Xchange) reserves the right to limit the number of vehicles purchased by a Buyer at any time ;

19.) Buyer is subject to account suspension at the discretion of WhipFlip, Inc. (WhipFlip Xchange);

20.) Buyer shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

8. Payment Terms

1. In consideration of access to the Services, the User (registered dealership and users) agree to pay WhipFlip, Inc. (WhipFlip Xchange) the listed monthly subscription fee for access to the WhipFlip Xchange platform on the due date specified.  The WhipFlip Xchange fee will automatically be deducted monthly from the Users payment method.  Cancellation to terminate the WhipFlip Xchange membership fee must be 30 days in advance of the next payment due date.
2.  All fees and charges assessed by WhipFlip, Inc. (WhipFlip Xchange) and/or the WhipFlip, Inc. (WhipFlip Xchange) partners for access to the Services (collectively, the “Fees”). Fees are subject to change without notice. Please request a current list of WhipFlip, Inc. (WhipFlip Xchange)’ Fees from your assigned account manager or email auction@whipflip.com, for service charges, plus all applicable taxes and Fees payable by Buyer in connection with a transaction is the “Total Payment Amount.” All Fees are non-refundable.

3. Buyer shall pay WhipFlip, Inc. (WhipFlip Xchange) the Total Payment Amount within two (2) business days after an offer is accepted as the winning offer (the “Payment Due Date”). Payment shall be made in U.S. dollars by, ACH electronic funds transfer, floor plan, or by another financing arrangement acceptable to WhipFlip, Inc. (WhipFlip Xchange) (each a “Payment Method”). If payment is not received by the Payment Due Date, the amount owing will be automatically debited using the default payment method selected by the Buyer. WhipFlip, Inc. (WhipFlip Xchange) reserves the right to specify the type of Payment Method it will accept from the Buyer in our sole and absolute discretion.

In addition to whatever rights of set-off WhipFlip, Inc. (WhipFlip Xchange) may have in any jurisdiction where vehicles are sold, if Buyer fails to pay Fees or other amounts owing when due to WhipFlip, Inc. (WhipFlip Xchange) or any WhipFlip, Inc. (WhipFlip Xchange) partner, WhipFlip, Inc. (WhipFlip Xchange) will be entitled to immediately set off the amount owed by Buyer from any funds due from WhipFlip, Inc. (WhipFlip Xchange) to Buyer.

In addition, if you fail to pay the Total Payment Amount by the Payment Due Date, we may:

(a) electronically debit your bank account or floor plan account in accordance with the default payment method selected by you or another account made available to WhipFlip, Inc. (WhipFlip Xchange);

(b) withhold title documents until all amounts owed have been paid;

(c cancel the sale transaction;

(d) charge interest on any past due amounts at the rate of three and one half (3.5%) percent per month, calculated in U.S. dollars, or the maximum rate allowed by law, whichever is less; and/or

(e) pursue any other remedy or relief permitted by law. If WhipFlip, Inc. (WhipFlip Xchange) accepts payment from Buyer by electronic check, Buyer authorizes WhipFlip, Inc. (WhipFlip Xchange) to initiate debit entries to its account at the financial institution on which the electronic check was written. The electronic check debit authorization will remain in force until we have received written notice from you of its termination. WhipFlip, Inc. (WhipFlip Xchange) reserves the right to decline payment by electronic check at any time and for any reason. Any payment that is withdrawn by Buyer or its bank, rejected or returned for non-sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the maximum amount allowed by law and shall be immediately due and payable.

4. WhipFlip, Inc. (WhipFlip Xchange) will pay Seller the purchase price of the vehicle less the Fees (if applicable) due from Seller to WhipFlip, Inc. (WhipFlip Xchange) after receipt of a clear, transferable title from Seller.
5. You agree to pay all costs including, without limitation, attorney fees, court costs and other expenses reasonably incurred by WhipFlip, Inc. (WhipFlip Xchange) or an WhipFlip, Inc. (WhipFlip Xchange) partner, to collect any monies owing by you.

9. Arbitration

1. If, upon pickup and inspection of the vehicle, the Buyer discovers a defect that is allowed to be arbitrated pursuant to the WhipFlip, Inc. (WhipFlip Xchange) BuyBack Policy, Buyer may pursue a remedy through the arbitration process as set forth in such policy. Sellers who repeatedly fail to make required announcements or Buyers who repeatedly submit questionable arbitration claims may have their auction privileges temporarily or permanently suspended.

10. Data

1. WHIPFLIP, INC. (WHIPFLIP XCHANGE) has the right to use certain Customer generated information, content, photographs and vehicle data for the limited use of promoting and carrying out the Services requested by such Customer. Customers and their representative dealerships grant WHIPFLIP, INC. (WHIPFLIP XCHANGE) a limited license to utilize non-confidential information for the general purpose of promoting and providing Services to our Customers, and this license extends to trusted third parties with whom we work. Customers agree that this permission is royalty free, irrevocable and worldwide for so long as Customer Information is held by WhipFlip, Inc. (WhipFlip Xchange). All data collected by WhipFlip, Inc. (WhipFlip Xchange) related to vehicles, and all transaction data related to the Services shall be owned by WhipFlip, Inc. (WhipFlip Xchange) without restrictions on its use of such data.

11. WhipFlip, Inc. (WhipFlip Xchange) Intellectual Property

1. WhipFlip, Inc. (WhipFlip Xchange) reserves all rights, title, and interest in and to the Services, the WhipFlip, Inc. (WhipFlip Xchange) trademarks, logos and other brand features. These Terms do not grant Customers any rights in the Services except as expressly set forth herein. WhipFlip, Inc. (WhipFlip Xchange)’ trademarks may not be used in connection with any product, service, or marketing without the prior written consent of WhipFlip, Inc. (WhipFlip Xchange). WhipFlip, Inc. (WhipFlip Xchange) welcomes feedback, but reserves the right to use comments or suggestions without any obligation to the Customer.

12. Availability, Errors and Inaccuracies

1. WhipFlip, Inc. (WhipFlip Xchange) is constantly updating the Services, and may experience delays in updating information on the Services. The information found on the Services may contain errors or inaccuracies and may not be complete or current. Products or services may be mis-priced, described inaccurately, or unavailable on the Services, and we cannot guarantee the accuracy or completeness of any information found on the Services. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

13. Links to Other Web Sites

1. The Services may contain links to third party web sites or services that are not owned or controlled by WhipFlip, Inc. (WhipFlip Xchange). WhipFlip, Inc. (WhipFlip Xchange) has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that WhipFlip, Inc. (WhipFlip Xchange) shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

14. Termination

1. Customers are free to stop using our Services at any time, provided cancellation 30 days prior to the next subscription fee billing cycle. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate a Customer’s access and use of the Services if they are not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. WhipFlip, Inc. (WhipFlip Xchange) reserves the right to terminate and delete your account.  Termination by the Customer or WhipFlip, Inc. does not sever the Buyers or Sellers obligation to pending sales and any fees associated of vehicles acquired and/or sold.

15. DISCLAIMER OF WARRANTIES AND LIABILITIES.

1. WHIPFLIP, INC. (WHIPFLIP XCHANGE) AND THE WHIPFLIP, INC. (WHIPFLIP XCHANGE) AFFILIATES PROVIDE THE SERVICES TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES RELATED TO CUSTOMER’S AND/OR AUTHORIZED REPRESENTATIVE’S USE OF AND ACCESS TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED THROUGH COURSE OF DEALING.

16. CUSTOMER AGREES THAT WHIPFLIP, INC. (WHIPFLIP XCHANGE) AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER, ACTUAL OR OTHERWISE, TO CUSTOMER OR ITS AUTHORIZED REPRESENTATIVES BASED ON ANY OF THE FOLLOWING: (i) ANY DELAY, INTERRUPTION IN USE OF, FAILURE IN OR BREAKDOWN OF THE SERVICES OR ERRORS OR DEFECTS IN TRANSMISSION OCCURRING IN THE COURSE OF ACCESSING OR USING THE SERVICES; (ii) ANY UNLAWFUL OR UNAUTHORIZED USE OF THE SERVICES; (iii) ANY LOSS OF OR DAMAGE TO CUSTOMER'S RECORDS OR INFORMATION; (iv) ANY CLAIM RESULTING FROM THE TERMINATION OF ACCESS TO THE SERVICES OR (v) ANY CLAIM RELATED TO ANY VEHICLE SOLD OR BOUGHT USING THE SERVICES, EXCEPT AS MAY BE SPECIFIED IN THE GO GREEN POLICY FOUND WITHIN WHIPFLIP, INC. (WHIPFLIP XCHANGE)’ ARBITRATION POLICY.

17. Indemnity

1. Each Customer agrees at their own expense to defend, indemnify, and hold WhipFlip, Inc. (WhipFlip Xchange) and its affiliates, and each of their directors, officers, employees and agents, harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, duties and bonds, which WhipFlip, Inc. (WhipFlip Xchange) may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with

(a) your use of the Services;

(b) your violation of the Terms;

(c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right;

(d) any claim in connection with a vehicle; or

(e) any claim that Customer information, or your use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that Customer information, or your use of the property of others, infringe the rights of others or caused damages to others.

2. Customer also agrees to indemnify WhipFlip, Inc. (WhipFlip Xchange) for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of WhipFlip, Inc. (WhipFlip Xchange) against Customer under these Terms.

18. Representations Regarding Taxes

1. Buyer certifies that it holds the appropriate documentation issued by the sales tax authority of the state, province, or locality of its business or where it purchases vehicles, as applicable, which exempts Buyer from the payment of sales tax, and warrants that it will provide a copy of such applicable documentation to WhipFlip, Inc. (WhipFlip Xchange) upon registration, at any time upon request, and as necessary to maintain the validity of such documentation. In the event that vehicles or other products purchased are used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

19. Dispute Resolution

1. Any controversy or claim between Customer and WhipFlip, Inc. (WhipFlip Xchange) arising out of or relating to these Terms or the validity, inducement, or breach hereof (each such controversy or claim is hereinafter referred to as a "Dispute"), shall be settled as follows:

• First, the parties involved in the Dispute shall attempt to resolve any Dispute priorto commencing the procedures set forth below.

• If after seven days the parties are unable to resolve the Dispute, the parties shall submit to non-binding mediation which shall take place for a period of one day in Erie County, New York before a mediator that is mutually acceptable to the parties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen by an arbitrator selected pursuant to the rules of the American Arbitration Association ("AAA") who will then select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 30 days after initiation. Each party has the right to pursue any provisional relief from the appropriate court, such as attachment, preliminary injunction, specific performance (the parties acknowledging that monetary damages may not be sufficient remedy), replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the Dispute even though mediation has not been commenced or completed.

• Customer may only resolve disputes with WhipFlip, Inc. (WhipFlip Xchange) on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed, and Customer expressly disclaims any right to bring or participate in any such action. If the parties are unable to resolve the Dispute within the 45 day period referred to above, or in the event that the agreement to arbitrate is found not to apply to Customer or Customer’s claim, Customer and WhipFlip, Inc. (WhipFlip Xchange) agree that any judicial proceeding will be brought in the federal or state courts of New Castle County, Delaware. Both Customer and WhipFlip, Inc. (WhipFlip Xchange) consent to venue and personal jurisdiction there.

20. Controlling Law

1. The Services provided hereunder are performed in the State of Delaware and these Terms will be governed by Delaware law except for its conflicts of laws principles. You represent that you have sufficient authority and all right and full power to agree to these Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.

21. Entire Agreement

1. These Terms constitute the entire agreement between you and WhipFlip, Inc. (WhipFlip Xchange) with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.

22. Waiver, Severability & Assignment

1. WhipFlip, Inc. (WhipFlip Xchange)’ failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms without WhipFlip, Inc. (WhipFlip Xchange)’ prior written consent, and any such attempt will be void. WhipFlip, Inc. (WhipFlip Xchange) may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

23. Changes

1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with respect to all sales occurring after such modifications are effective. Modifications will take effect immediately upon posting of the revised Terms, provided however, if a change is material we will provide at least 30 days’ notice prior to such modifications taking effect. What constitutes a material modification will be determined at our sole discretion. By continuing to access or use our Service after any modifications become effective, you agree to be bound by the revised terms.

24. Contact Us, Notices

1. Notices must be sent via first class mail or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to WhipFlip, Inc. (WhipFlip Xchange) must be sent to:
   
   WhipFlip, Inc.
   1007 N. Orange Street
   4^th Floor
   Wilmington, DE 19801