Terms of Service

Last Updated: July 1st, 2022

The whippy.ai website is owned and operated by Hello Flexy Inc. d/b/a Whippy (“Whippy”). Please read these Terms of Service (“Terms” or “Agreement”) carefully before using this website (the “Website” or “Site”) or its mobile applications and any related platform and services offered by Whippy (collectively, the “Service”). This Agreement, together with the Terms of Sale and all applicable Order Form(s) you enter into with Whippy, sets forth the legally binding terms and conditions for your use of the Service as a Customer (“Customer”).

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH WHIPPY. PLEASE READ IT CAREFULLY.

If you have any questions, please refer to the “Contact Us” section.

1. Read our Privacy Policy

For information about our data privacy practices, please review our Privacy Policy [www.whippy.ai/legal/privacy-policy]. By accessing or using the Service, you agree that we can collect and use your information in accordance with the Privacy Policy.

2. Whippy Service

Whippy is a business-to-business service provider that allows its Customers to create and manage sales, marketing and customer success campaigns though text messages. If you are a user that has received a text message sent by Whippy and you wish to opt-out of any future messages, you may opt-out by texting “STOP” [INSERT OTHER STOP KEY WORDS].

Whippy is not a broker, agent, insurer, guarantor, or endorser of any Customer. Whippy makes no representations, warranties or guarantees regarding any content or information provided by a Customer, including the accuracy, truth, or quality thereof. Whippy and its officers, directors, agents, subsidiaries, joint ventures, employees, suppliers, licensors and representatives (collectively, Whippy’s “Affiliates”) are not responsible for any acts or omissions of any Customers on the Service.

YOU RELEASE WHIPPY AND ITS AFFILIATES FROM ANY CLAIMS RELATED TO SERVICES, GOODS, OR ANY OTHER ENGAGEMENT TRANSACTED THROUGH THE SERVICE, INCLUDING FOR NON-PERFORMANCE, DEFECTIVE PRODUCTS OR SERVICES, MISREPRESENTATIONS BY A CUSTOMER, OR PRODUCTS THAT CAUSED PHYSICAL INJURY (LIKE PRODUCT LIABILITY CLAIMS).

3. Information for Customers

If you are signing this Agreement on behalf of an entity, you represent and warrant that: (i) you have full legal authority to bind the entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the entity, to this Agreement. If you do not have the legal authority to bind the entity to this Agreement, please do not sign this Agreement.

Age. Whippy is available only to, and may only be used by, individuals who are 18 years of age and older, and who can form legally binding contracts under applicable law. By registering with the Service, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. We have the sole discretion to refuse access to or use of the Site to any person or entity, and to change the eligibility criteria, in each case, at any time. The foregoing is void where prohibited by law and the right to access Whippy is revoked in such jurisdictions.

Password. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree not to provide your username and password information in combination to any other party other than Whippy without our express written permission. You must immediately notify Whippy of any unauthorized use of your password or any breach of security.

Account Transfer. The access rights granted to you under this Agreement are non-transferable without our express written permission. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without our prior written consent. Any attempted assignment or other transfer without such consent is void and deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement are freely assignable by Whippy. The terms “assignment” and “transfer” includes (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership.

Right to Refuse Service. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time.

4. Content, Material & Licenses

Whippy owns all legal right, title and interest in and to the Service, including any intellectual property rights which are embodied in the Service, whether those rights happen to be registered or not, and wherever those rights may exist. Whippy, and other Whippy’ graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dress of Whippy in the U.S. and/or other countries. No Customer or user has any right to use any of Whippy’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features, and trade dress, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner.

Whippy hereby grants to Customer a limited nonexclusive, royalty free, irrevocable (except as provided herein), nontransferable, non-assignable right and license to access and use the Whippy Service.

Whippy will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service (including, without limitation, information concerning Customer Data, metadata, and data derived therefrom), and Whippy will be free to (a) use such information and data to improve and enhance the services and other offerings of Whippy, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business.

5. Customer Obligations

Customer warrants and represents that it is compliance with all applicable state, federal, and international laws, rules, and regulations and that Customer will not use the Services in a manner that would violate or cause Whippy to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, and Do Not Call rules and prohibitions.

Customer acknowledges and agrees that the Services are intended to allow Customer to send text messages, only to Customer’s own current clients who have consented to the receipt of such communications and such clients are provided with all notices in accordance with applicable law and regulations.

Customer acknowledges and agrees that Customer is solely responsible for any text messages that are not information or transactional text messages such as advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable laws, rules, and regulations (hereinafter, collectively “Marketing Texts”), and that Customer has provided to its users (a) all required disclosures to Customer’s clients and obtain all required consents and/or authorizations from Customer’s clients, based on applicable laws, prior to utilizing the Services; (b) obtained all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Whippy the rights herein; and (c) any Marketing Texts sent through the Service are compliance with all local, state, national, and international laws, regulations and industry-specific best practices.

Customer acknowledges and agrees that Customer is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Whippy expressly disclaims any liability for Customer’s non-compliance.

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Platform; modify, translate, or create derivative works based on the Service; use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; provide use of the Service on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Service or "frame" or "mirror" any of the Service on any other server, or wireless or Internet-based device; or remove any proprietary notices or labels.

Customers are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).

Customers are also responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment, with or without Customer’s knowledge or consent. For purposes of clarification, without limitation, Customer is responsible for all use of Service through Customer’s account, even if Customer did not authorize a particular use.

6. Customer Data and Customer Code of Conduct

Customer represents and warrants that it has sole ownership of any data, text, information, usernames, user data (including but not limited to phone numbers or other personally identifying information), graphics, images, photographs, profiles, audio, video, items, and links (collectively, “Customer Data”) it provides to Whippy, or otherwise has legal rights to provide such Customer Data to Whippy, and Customer’s use of such Customer Data on Service will not violate third-party rights, including intellectual property, privacy, and publicity rights.

Customers hereby grant to Whippy a limited license to use any Customer Data for the sole and exclusive purpose of providing the Service. Customer shall retain all right, title, and interest to Customer Data.

In connection with using or accessing our Service, you will not send text messages including any of the following products, content, and services:

• Use our Service for the purpose of exploiting, harming, or attempting to exploit or harm any other individuals in anyway by expositing them to inappropriate content, asking for personally identifiable information, or otherwise
• Distribute viruses or any other technologies that may harm the interests or property of users
• Harvest or otherwise collect information about any users without their consent
• Circumvent or attempt to circumvent any technical measures used to provide our Service
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm other users of the Service
• False, inaccurate, misleading, deceptive, defamatory, or libelous content
• Weapons; firearms/guns and components; BB/pellet, stun, and spear guns; etc.
• Ammunition, clips, cartridges, reloading materials, gunpowder, fireworks, explosives
• Offers, solicitation, or facilitation of illegal prostitution and/or sex trafficking
• Exploitation or endangerment of minors; child pornography
• Prescription drugs, medical devices; controlled substances and related items
• Alcohol or tobacco; unpackaged or adulterated food or cosmetics
• Pet sales, animal parts, stud service
• Endangered, imperiled and/or protected species and any parts thereof, e.g., ivory
• False, misleading, deceptive, or fraudulent content; bait and switch; keyword spam
• Offensive, obscene, defamatory, threatening, or malicious postings or email
• Anyone’s personal, identifying, confidential or proprietary information
• Food stamps, WIC vouchers, SNAP or WIC goods, governmental assistance
• Stolen property, property with serial number removed/altered, burglary tools, etc.
• ID cards, licenses, police insignia, government documents, birth certificates, etc.
• Counterfeit, replica, or pirated items; tickets or gift cards that restrict transfer
• Lottery or raffle tickets, sweepstakes entries, slot machines, gambling items
• Spam; miscategorized, overposted, cross-posted, or nonlocal content
• Messages or links the primary purpose of which is to drive traffic to a website
• Messages offering, promoting, or linking to unsolicited products or services
• Affiliate marketing; network, or multi-level marketing; pyramid schemes
• Any good, service, or content that violates the law or legal rights of others

If we believe you are abusing our Service in any way, listed on any federal or state law enforcement watch list or, in violation of any applicable law, rules, terms and conditions, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your account and access to our Service, delay or removed hosted content, remove, not display, and/or take technical and/or legal steps to prevent you from using our Service. We may also take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Service to anyone for any reason at our discretion.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Service. YOU WAIVE AND HOLD HARMLESS WHIPPY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

While we are not obligated to review all accounts, monitor text communications on the Service, nor conduct any background checks on Customers or users, we reserve the right to do so and take any actions (like modifying or removing content or disabling access to any part of the Service at any time) if we determine that there is any objectionable conduct or content, or violations of these Terms. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

7. Subscription Fees, Taxes and Payments

Subscription Fees and Payments.

Each Customer represents and warrants that you have the right to use any credit card or other means of payment that you provide to us. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of this Agreement and may result in termination of your ability to use the Service. If determined to be necessary by Whippy, Whippy may also: (a) request additional information from you prior to accepting an order, (b) verify information prior to processing any order, or (c) refuse or cancel a subscription for any reason including inaccuracies, or errors in services or pricing information, or problems identified by us related to credit or fraud. Whippy may also request a pre-authorization for some subscriptions in the event Whippy determines it necessary to confirm the card details are still valid and that you have sufficient funds to complete the transaction. Such pre-authorized amount should not be billed to you but may be subject to your card issuer holding this amount for a short period. Your card issuer determines the length of time the pre-authorization is held.

Taxes. Users are responsible for all applicable taxes. If Whippy is required under tax laws or regulations to report sales-related information you agree to provide such information to Whippy. If required in the applicable jurisdictions, Whippy reserves the right to collect any taxes from the User and pay such taxes to the relevant tax authority.

8. User Feedback

We consider any unsolicited suggestions, ideas, proposals or other material submitted to Whippy by Customers (other than the Customer Data) (collectively, the "Material") to be non-confidential and non-proprietary, and Whippy is not liable for the disclosure or use of such Material. If, at Whippy’s request, any User sends Material to improve the Service (regardless of method), Whippy will also consider that Material to be non-confidential and non-proprietary and Whippy will not be liable for use or disclosure of the Material. Any communication by Customer to Whippy is subject to this Agreement. Customer hereby grant and agree to grant to Whippy, under all of such Customer’s rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without notice, compensation or accounting to the Customer and without further recourse by the Customer.

9. Third Party Sites

Whippy is not responsible for the availability of outside websites or resources linked to or referenced on the Service. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Customer agrees that we 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.

Although Whippy attempts to maintain the integrity and accuracy of the information on the Service, we make no guarantees as to its correctness, completeness, or accuracy. The Service may contain typographical errors, inaccuracies, or other errors or omissions. If you believe that information found on the Service is inaccurate or unauthorized, please inform Whippy by e-mailing us at info@whippy.co .

12. Resolution of Disputes and Release

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, without regard to its conflict of law provisions.

In the event a dispute arises between a Customer and Whippy, the Customer shall provide written notice to Whippy to assess the possibility of informal resolution. Absent such informal resolution, any dispute arising from or relating to the subject matter of this Agreement or a Customer’s use of the Service or relationship with Whippy shall be finally settled by binding arbitration in Los Angeles, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, LLC. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS.

The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction only for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the federal or state courts located in the County of Los Angeles in the State of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, unless expressly noted otherwise herein, including without limitation, this section.

Any arbitration under this Agreement will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and Whippy are each waiving the right to trial by jury or to participate in a class action or class arbitration. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

13. Breach

Without limiting any other remedies, Whippy may, without notice, and without refunding any fees, delay or immediately remove Whippy content, issue a warning to a Customer, temporarily suspend a Customer, temporarily or indefinitely suspend a Customer's account privileges, terminate a Customer's account, prohibit access to Whippy, and take technical and legal steps to keep a Customer off Whippy and refuse to provide services to a Customer if, not intended to be an exclusive list, any of the following apply:

(i) We suspect (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a User has breached this Agreement, the Privacy Policy or other policy documents and community guidelines incorporated herein.

(ii) We are unable to verify or authenticate any of the Customer’s information or CUustomer Data.

(iii) We believe that a Customer is acting inconsistently with the letter or spirit of Whippy's policies, has engaged in improper or fraudulent activity in connection with the Service or the actions may cause legal liability or financial loss to Whippy's Customers or to Whippy itself.

14. Privacy

Any personal information you submit to the Service or Whippy is governed by Whippy's Privacy Policy. This Privacy Policy encompasses any and all information you may provide to the Service or Whippy either for purposes of becoming a Customer of the Service, submitting feedback about the Service, or to receive further information, updates and promotions about or related to the Service or Whippy. Except as disclosed in Whippy's Privacy Policy, we will not sell your personal information (as defined in the Privacy Policy) to third parties.

15. No Warranty

WHIPPY AND ITS AFFILIATES PROVIDE THE SITE "AS IS" AND “AS AVAILABLE”, AND WITHOUT ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WHIPPY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, WHETHER IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT WHIPPY AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; AND (ii) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, VIRUSES, OR OTHER HARMFUL MATERIALS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

16. Liability Limitation

WHIPPY AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND (ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF (a) ANY CHANGES WHICH WE MAY MAKE TO THE SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE SITE (OR ANY SERVICES OFFERED THROUGH OR FEATURES WITHIN THE SITE), (b) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE, (c) YOUR FAILURE TO PROVIDE WHIPPY WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF THE SITE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR (g) HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR PERSONS OTHER THAN WHIPPY. THESE FOREGOING LIMITATIONS ON OUR LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL WHIPPY’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE AMOUNT YOU PAID WHIPPY IN THE PAST TWELVE (12) MONTHS.

17. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD WHIPPY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, HARMLESS FROM AND AGAINST ALL DAMAGES, COSTS (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), LOSSES, EXPENSES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) RELATING TO ANY CLAIM OR DEMAND ASSERTED BY ANY PARTY AGAINST WHIPPY AND/OR ITS AFFILIATES ARISING FROM OR RELATED TO YOUR ACTIVITIES, USE, BREACH, VIOLATION, INFRINGEMENT OR ANY OTHER CONDUCT ON OR THROUGH THE SITE.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

18. Miscellaneous

Entire Agreement. This Agreement (together with any Order Forms and the Privacy Policy) represent the parties' entire understanding relating to the use of the Service and supersedes any prior or contemporaneous, conflicting or additional, communications.

Severability. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

No Employment or Agency. Whippy is not an employment service and does not serve as an employer of any Customer or Service Provider. Whippy is not liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with any use of the Service. By using the Service, Users understand and agree that, if Whippy is found to be liable for any tax or withholding tax in connection with your use of the Service, then you will immediately reimburse and pay to Whippy an equivalent amount, including any interest or penalties thereon.

No Agency Relationship. No brokerage, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. Without limiting the foregoing, except as expressly set forth herein, Whippy is not acting and does not act as an agent for any Customer, Service Provider, or any other visitor of the Service.

Whippy Service. Whippy reserves the right to modify, limit, suspend or terminate any and all parts of the Service (or any feature thereof) for any reason, without notice, at any time.

Amendments. Whippy may amend this Agreement at any time, and from time to time, in our sole and absolute discretion, without any notice to you. You should regularly review this Agreement as posted on the Service or the Site on this page to check for amendments. You understand and agree that if you use the Service after the date on which these amendments have been applied to the Agreement, Whippy will treat your continued use of the Service as acceptance of the updated terms. You may not amend this Agreement at any time without our prior written consent.

No Waiver. You agree that if Whippy does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), it shall not constitute a waiver of Whippy’s rights, and as such, those rights or remedies will still be available to Whippy. Nothing in this Agreement shall prevent Whippy from complying with the law and these terms do not confer any third-party beneficiary rights.

Survival. Any provision of this Agreement shall survive any termination or expiration of this Agreement to the extent required to enforce any rights or obligations accrued thereunder prior to or as a result of such termination.

Notices. Except as explicitly stated otherwise, any required notices to Whippy shall be sent via postal mail to Whippy, Attn: Legal Department, 10520 Wilshire Blvd, Suite 1507, Los Angeles, Ca 90024 (“Legal Department”) and any required notices to Users (in the case of Whippy) shall be sent to the email address provided to Whippy. Notice sent by email shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Whippy may elect, at its own discretion, to deliver notice by certified mail, to the address you provided to Whippy. In such case, notice shall be deemed given three (3) days after the date of mailing.

Disclosures. The services hereunder are offered by Hello Flexy Inc. d/b/a Whippy, located at 10520 Wilshire Blvd, Suite 1507, Los Angeles, Ca 90024. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Notice for Users in California. This notice is for Users of the Site residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.

Contact. If you have any questions about this Agreement, please contact us at info@whippy.co.