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Last Updated: June 28, 2020
These Terms of Use (“Terms”) are a legally binding agreement between you (“you” or “your”) and WhipFlip, Inc. The Terms set forth your rights and responsibilities when you browse and/or use any of the tools, features, and services (collectively, the “Services”) provided through any browser and/or WhipFlip, Inc. website or mobile site, including, without limitation, WhipFlip.com or WhipFlip.com (together, “Sites”) and web-based and mobile applications (“Apps”) that reference or link to these Terms.
You agree to be bound by these Terms and our
(“Privacy Policy”) when you access or use one or all of the Services.
Please note that Section 13 contains an arbitration clause and class action waiver. You agree to resolve all disputes through binding arbitration, and you waive any right to have a judge or jury decide those disputes. You also waive your right to participate in class actions, class arbitrations, and representative actions.
You may only use the Services if you are at least eighteen (18) years old and possess the legal capacity to form a binding agreement with WhipFlip. If you are accessing and using the Services on behalf of an entity, you must have the authority to agree to these Terms. If you do not have the required legal capacity or authority, or if you do not agree to abide by or be bound by these Terms and our Privacy Policy, please do not access, use, or register for any of our Services. If for any reason you do not agree with these Terms and Privacy Policy, please cease access and usage of our website and Services.
The Services include tools that may help You:
WhipFlip offers a service that assesses the value of vehicles based on certain criteria (the Initial offer / Final Offer Tool”). To use the initial offer / final Offer Tool, you must submit information about your vehicle, such as: (i) photos; (ii) License Plate or VIN; (iii) mileage; (iv) a description; and (v) any other information we may require from time to time.
Our website gives you the ability to enter their vehicle information to obtain an initial offer on the value of their vehicle if purchased by WhipFlip through our service. Upon completing a series of required steps, an authorized user may obtain an ESTIMATED, non-binding offer for WhipFlip to purchase their vehicle through our in-driveway experience.
A INITIAL OFFER OR FINAL OFFER PRODUCED BY USE OF OUR WEBSITE DOES NOT CONSTITUTE A BINDING OFFER IN ANY WAY, SHAPE, OR FORM. All offers are subject to final vehicle inspection, ownership verification, and final approval by us.
Any offer made by WhipFlip, including through our website will be honored and completed only when a WhipFlip representative (referred to as a “Car Concierge Representative”) visits you to complete a potential sale of the vehicle through our service and confirms ALL of the below:
IT IS YOUR SOLE RESPONSIBILITY to ensure full disclosure of all vehicle details, condition information, history records, and adherence to all steps in the WhipFlip initial offer, final offer, and Appointment Booking process are accurately completed. If it is determined from either an in-person inspection or any other method that there is a deviation from any of the terms set forth in our initial offer & Offers Disclaimer or the customers vehicle is misrepresented in any way, WhipFlip may adjust at its sole discretion any initial offer or final offer, up to and including termination of any non-binding or binding Offer.
You acknowledge and herby agree that our website utilizes specific technology features and third-party providers to provide a quick and seamless vehicle selling experience to its customers. Although it is expected to be a rare occurrence, these certain technology elements may go offline, produce inaccurate results or calculations, or underperform which could deliver inaccurate initial offer or Offer values to its customers. WhipFlip will make a reasonable effort to remedy this situation with you but reserves the right to adjust or rescind any initial offer or Final offer made in its sole discretion, without penalty or any liability.
In addition, you acknowledge and hereby agree that WhipFlip operates within the automotive resale market, which at times can be volatile, and unpredictable at any time, for any reason. Abrupt economic downturns (e.g. recession), pandemics, consumer behavior shifts in specific vehicle years, makes, and models, recalls, acts of God, natural disasters, or any other automotive market downturn could cause potential harm to WhipFlip. Therefore, WhipFlip reserves the right to adjust or rescind any initial offer or offer made to you whether from the website or during our in-person visit at its sole discretion, without liability.
You also agree to not rely on any WhipFlip initial offer, final Offer, or Appointment to relieve or adjoin to a personal detriment, liability, or promise between the user and any related party, relationship, or arrangement.
WhipFlip makes reasonable efforts to regularly update our Website features pertaining to vehicle values (e.g. initial offer or final offer) and Appointments including any technology, database, or industry information used to determine vehicle values displayed on our Website. However, WhipFlip makes no guarantees, representations, or warranties and assumes no responsibility or liability pertaining to the accuracy, reliability, or completeness of any value (e.g. initial offer or final offer), or any other information that would reside or be delivered by our Website.
Additional terms and conditions will follow any final offer, payment, and ownership transfer made to the customer in the form of our purchase agreement documents that include our Vehicle Purchase Agreement, Power of Attorney, and Odometer Disclosure Statement.
If you have any questions or concerns regarding our process, Initial offer & Final offer, and proper vehicle disclosure you may visit our
page,
, or feel free to
.
If you decide to accept our offer they may schedule a time and date for a WhipFlip representative (known as our “Car Concierge Representative”) to complete the sale of their vehicle at your location which includes final inspection, direct payment via company check or electronic deposit, vehicle ownership transfer, and removal (transportation of sold vehicle). Appointments to sell are on a first come, first serve basis in which some time slots or days may not be available. WhipFlip will not be held responsible for late, missed, or cancelled appointments. WhipFlip reserves the right, at its own discretion to modify, reschedule, or cancel an appointment booked by you.
You are responsible for your acts and the acts of others utilizing your account. You must immediately notify WhipFlip of any unauthorized use of your account or breach of its security.
We may require you to open an account by (i) providing WhipFlip with information or (ii) using an existing social network account. You must provide WhipFlip with accurate and complete information and keep it updated. You may not open more than one Account; WhipFlip reserves the right to close any duplicate accounts.
You are responsible for maintaining the confidentiality of your password and log-in details. WhipFlip will not be responsible for any damage that is caused to you or others under your Account. Similarly, without authorization, you must not use the account of any other person or entity.
To close your Account, email
with sufficient information to identify the Account you would like to close. Once an Account is closed, its information may be retained, deleted, or made unavailable. WhipFlip is not responsible for any information, content, or submissions that are lost due to the closing of an Account.
The Services include our proprietary content and the licensed content of others, which may include data, text, photographs, videos, audio clips, written posts and comments, logos, button icons, data compilations, software, scripts, graphics, illustrations, interfaces, GUI and interactive features, as well as other resources (such as FAQs, articles, or support services), and all related documentation, know-how, specifications, materials, designs, and the “look and feel” of the Services (collectively, the “Content”).
WhipFlip makes an effort to provide You with helpful resources in valuing and selling your vehicle. However, these are not substitutes for professional advice or your own judgment. You acknowledge there might be errors or inaccuracies on the Services.
Any information you receive through the Services is provided “as is” and “as available”. We cannot guarantee that any information is correct or up-to-date. WhipFlip is not responsible for any typographical errors or omissions relating to pricing, text, photography, or any other information included in the Services.
If you spot any materials or information that you believe to be inaccurate, please email us at
, briefly describing the inaccuracy.
If we have reason to believe you are breaking the law, being inappropriate, or abusing our infrastructure, we may stop you from accessing the Services. Your breach of these terms or our Privacy Policy could expose You to civil or criminal liability.
Your submissions include content that you (i) post to Interactive Areas or on our branded social media pages on third-party services, and (ii) tag us, our products, or our services in, including on your social media accounts on other services. You are entirely responsible for your submissions. Any and all submissions posted, viewed, or accessed are at your own risk. WhipFlip makes no express or implied warranty about the accuracy, copyright compliance, legality, or any other aspect of any submissions.
Without limiting the foregoing, you may not use the Services to submit or upload any submissions:
WhipFlip has no obligation to review, edit, or delete submissions, but we reserve the right to do so, for any reason or no reason, in our sole discretion. In addition, WhipFlip may limit the size and storage spaces available for submissions.
You also may not do any of the following through the Services:
WhipFlip’s trademarks include, without limitation, “WhipFlip, Inc., WhipFlip, WhipFlipNow”. All of the intellectual property rights (including, without limitation, inventions, patents and patent applications, trademarks and trademark applications, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered) in or to the Services and the Content are owned by and/or licensed to WhipFlip, Inc. and are protected by applicable copyright and other intellectual property laws.
Certain Content displayed within the Services is used with permission from our licensed partners, data providers, and is protected under United States and international copyright law. Additional terms and conditions may apply to your use of such Content, and any unauthorized use, reproduction, distribution, or modification of this Content is strictly prohibited.
Subject to these Terms, you are granted a non-exclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license to use (i.e. to download and display locally) our Content for the purpose of using the Services in accordance with these Terms and the Privacy Policy. All rights not expressly granted to you under these Terms or our Privacy Policy are reserved by WhipFlip and/or its licensors.
Among other restrictions set forth in these Terms, or which we may provide from time to time, (i) you shall not: (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including, without limitation, any application), except to the limited extent applicable statutory laws specifically and expressly prohibit such restriction; (b) modify, translate, or otherwise create derivative works of any part of the Services; or (c) copy, sell, license, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or use the Website or Services for the benefit of any third parties, and (ii) you are not permitted to use the WhipFlip trademarks, copyrighted content, other intellectual property, or any third-party trademarks any part of the Services; or (c) copy, sell, license, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or use the Website or Services for the benefit of any third parties, and (ii) you are not permitted to use the WhipFlip trademarks, copyrighted content, other intellectual property, or any third-party trademarks appearing on or through the Services without our prior written consent. You shall abide by all applicable local, state, national and international laws, and regulations.
Your submissions are yours and we are not fighting you for them – but you do grant WhipFlip broad rights to use them for our business. Also, we cannot be held responsible for your submissions or the submissions of others.
You must own or have sufficient intellectual property rights to all submissions that you provide through the Services, without any infringement or violation of any third-party rights or applicable laws, rules, regulations, or directives. You must obtain all consents and authorizations required for the use of your submissions. You agree that all information uploaded or submitted by you (excluding Personally Identifiable Information (defined in the Privacy Policy) and financial information) is nonconfidential and may become publicly available.
You grant WhipFlip a perpetual, non-exclusive, royalty-free, and worldwide license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works of, store and use any of your submissions in connection with the Services, in any media formats and through any media channels known today and developed in the future, for the purpose of operating, marketing, and improving the Services. You also grant WhipFlip permission to attribute you in connection with your submissions. You hereby waive any rights of privacy or publicity in this respect. Occasionally, with your permission, our drivers or other employees may take photos of you with vehicles you purchase or sell through our Services. These photos will also be considered submissions and subject to these Terms.
You acknowledge that any suggestions, questions, ideas, or other comments you provide to WhipFlip (“Feedback”) shall become our sole and exclusive property without any compensation to you. We may, in our sole discretion, decide whether to use the Feedback. You hereby assign to WhipFlip all of your right, title and interest in the Feedback, including, but not limited to, all copyrights, patent rights, trade secrets, and trademarks.
You may link to our Services on your rightfully owned properties as long as (i) the link does not state or imply any connection or approval of WhipFlip or portray WhipFlip in a false or offensive manner, and (ii) you remove such link immediately upon our written request.
What do you do if you spot your information, content, or related personal information being used on the Services without your permission? Please follow these steps below:
WhipFlip has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. If you believe that any content displayed on any of the Services infringes your copyrighted work, you may send notice to WhipFlip at
or by mail to:
WhipFlip, Inc.
ATTN: Legal
1007 N Orange St, 4th Floor,
Wilmington, DE 19801
Please include the following information in your notice:
Once we receive the notice, we may take actions in our discretion, including removing the alleged infringing material.
The Services may include materials and information from third parties that WhipFlip has not evaluated or reviewed. Furthermore, some of the Services may contain links to non-WhipFlip websites, products, or services. These links are for your convenience only; the applicable sites and services are not under our control and we do not endorse or assume any responsibility for them.
In some cases, your ability to access or use the Services may depend on software, hardware or other systems or equipment provided by third-party providers who are not under our control. We cannot and do not represent that all portions of the Services can be accessed via all devices, or via all carriers or service plans, or from all geographic locations.
Your access or use of any non-WhipFlip websites or services or reliance upon their content is at your own risk. Most of such linked sites or services provide their own legal documents, including terms of use and privacy policies, which govern their use. Please review these terms before using the related products or services.
As part of the Services, we may communicate with you, or you may communicate with WhipFlip, via telephone, SMS, MMS or other text messages or mobile functionality (“Text Messages”) — but not while driving, of course. We may use an auto dialer when communicating with you. Please note that text messaging fees may apply to the sending or receipt of text Messages. By completing an initial offer, final offer, setting an appointment to sell, providing WhipFlip with your phone number via incoming call, text, internet chat function, or otherwise using any of our Services that involve communication by telephone or text Messages, you hereby consent to receiving calls and/or text Messages from WhipFlip. You may opt out of receiving such calls and/or messages in the future, but some of the Services may not work properly if you do opt out.
If you do not comply with these Terms or Privacy Policy, WhipFlip may suspend or terminate your account or otherwise, block or restrict your access to the Services. Additionally, WhipFlip may refuse to provide the Services for any reason or no reason, at any time. If, for any reason, you no longer consent to the Terms or Privacy Policy, please stop using the Services (and cancel your Account(s), to the extent you have any) immediately, and this will be your sole remedy in such circumstances.
Upon termination by You or WhipFlip:
The ownership provisions, licenses of submissions and Feedback, DMCA policy, Disclaimer of Warranties, Limitation of Liability, Indemnification, Arbitration and Class Action Waiver, Governing Law and Jurisdiction, and General sections of these Terms will survive termination. Other provisions of the Terms that by their nature would survive termination shall so survive.
WhipFlip makes reasonable efforts to ensure your use of the Services is safe. WhipFlip does not represent or warrant that the Services will be available all of the time or free of viruses or other harmful components.
To the extent legally permissible, any and all of the Services and Content are provided “AS-IS”, “WITH ALL-FAULTS”, AND “AS AVAILABLE”. WhipFlip and its Representatives disclaim all warranties of any kind regarding the use of any and all Services, including, without limitation, any and all: (i) warranties regarding the operation, accuracy, reliability, completeness, quality, or suitability or the information or Content displayed on or through them; (ii) warranties of title or non-infringement; and (iii) implied warranties of use, merchantability or fitness for a particular purpose, title and non-infringement as to the Services and the content or the submissions, and those arising from course of dealing or usage of trade.
You expressly agree that use of the Services, content, and submissions are at your sole risk. WhipFlip and its Representatives and our third-party service providers do not represent or warrant that the Content or submissions are accurate, complete, reliable, current, or error-free.
In addition, in no event shall WhipFlip or its Representatives be liable to you or any third party for any consequences to you or others that may result from technical problems or errors or for any decision made or action taken by you or any other party in connection with the Services. Some jurisdictions do not allow the exclusions or limitations set forth above, in which case, the full extent of the above exclusions and limitations may not apply.
To the extent permitted by law, in no event will WhipFlip or the WhipFlip Representatives be liable to you or to any third party for: (1) indirect, consequential, special, incidental, exemplary, or punitive damages, under any legal theory (including, without limitation, by tort, negligence, contract, or other), arising from or connected to the Services, Terms, Content, or Privacy Policy; (2) any costs of procuring any substitute goods, technology, or services; or (3) any damages whatsoever that in the aggregate exceed the greater of (a) the amount actually paid by you (if any) to WhipFlip for use of the applicable Services in the immediately previous twelve (12) month period or (b) US $100.00.
Some jurisdictions do not allow the exclusions or limitations set forth above, in which case, the full extent of the above exclusions and limitations may not apply.
You agree to defend, indemnify and hold harmless WhipFlip, Inc. from and against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, investigation, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with: (i) your use or misuse of the Content or Services; (ii) your conduct in connection with the Services or with other third parties via the Services; (iii) your submissions; (iv) your violation of the Terms or Privacy Policy; (v) your violation of any third-party rights, including, without limitation, any intellectual property right or privacy right of such third party; and (vi) any damage, of any sort, you may cause to any third party with relation to the submissions, Content, or Services.
WhipFlip reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations and in which event you will fully cooperate with WhipFlip in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining WhipFlip’s prior express written approval.
In the unlikely event of a dispute, this is what happens. The process and selection of remedy will be:
Most customer concerns can be resolved by calling our customer service department at (888) 349-3189, our “Contact Us” form on our Website, or emailing
However, in the event that you and WhipFlip are unable to resolve any dispute or claim with one another, you and WhipFlip each agree to resolve any and all disputes and claims through binding individual arbitration, unless you expressly reject this arbitration provision in writing and within 30 days in accordance with subsection (J) below. “Disputes and claims” shall be broadly construed to include past, current, and/or future claims that relate in any way to these Terms, your use of the Services, and/or rights of privacy and/or publicity. However, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Delaware.
You and WhipFlip each waive the right to a trial by jury or to participate in a class action. Any arbitration under this provision will take place on an individual basis — Class arbitrations and class actions are not permitted. You also agree not to participate in claims against WhipFlip brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account. However, either party may bring an individual action in small claims court. If, however, you or we transfer or appeal the small claim to a different court, we reserve our right to elect arbitration.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery, and is subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award, including attorneys’ fees where permitted by law
A party seeking arbitration must first send to the other, by certified mail, a written notice of dispute (“Notice”). The Notice to WhipFlip should be addressed to WhipFlip, Inc., Attn: Legal, 1007 N Orange St, 4th Floor, Wilmington, DE 19801. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and WhipFlip cannot resolve the Demand within 30 days after the Notice is received, you or WhipFlip may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by WhipFlip or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, that you or WhipFlip is entitled to.
The arbitration shall be administered by (i) JAMS, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with its expedited procedures contained in those rules, or (ii) American Arbitration Association in accordance with its Consumer Arbitration Rules. If you initiate the arbitration, you may choose one of the above administrators. If WhipFlip initiates arbitration, we will give you 20 days to choose the administrator. If you do not choose the administrator within that time frame, we will choose one. If the administrator a party chooses is unable or unwilling or ceases to serve as the administrator, then you or WhipFlip may choose the other administrator. If neither administrator is able or willing to serve as the administrator, the parties will mutually select an administrator, which must be a lawyer or retired judge with at least 15 years of legal experience.
Any arbitration hearing that you attend must take place at a location reasonably convenient to your residence.
You and WhipFlip will bear the administrator and arbitrator fees that each party is normally required to pay under the rules and law applicable to the proceeding. Each party will bear the expense of its own attorneys, experts, and witnesses, except where applicable law and/or the Agreement allows a party to recover attorney’s fees from the other party.
The Federal Arbitration Act (“FAA”) governs this arbitration agreement. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege. The arbitrator shall not apply federal or state rules of civil procedure or evidence. The arbitrator will not have authority to award damages, remedies, or awards that conflict with these Terms, unless otherwise provided by applicable law.
Either party may make a timely request for a brief written explanation of the basis for the arbitration award. Judgment on the arbitrator’s award may be entered in any court with jurisdiction. Otherwise, the award and the arbitration proceeding shall be kept confidential. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. Either party can appeal the award to a three-arbitrator panel administered by the administrator. The costs of such appeal will be borne by the appealing party unless applicable law or the administrator’s rules provide otherwise.
This arbitration provision survives the termination of your relationship with WhipFlip and/or your use of the Services. In the event of a conflict between this arbitration provision and the applicable arbitration rules or other provisions of the Terms, or any other agreement between us, this arbitration provision will govern any Dispute or Claim between you and WhipFlip, as defined in these Terms.
If a court or arbitrator deems any part of this arbitration provision invalid or unenforceable under any law or statute consistent with the FAA, the remaining parts of this arbitration provision shall be enforceable despite such invalidity; however, if the prohibition of class relief and proceedings in subsection (B) is found to be unenforceable or void in any proceeding, then this entire arbitration provision (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal such limitation or voiding.
In order to reject this provision, WhipFlip must receive a signed writing (“Rejection Notice”) from you within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). The Rejection Notice must include your (i) name, (ii) account number or username, (iii) mailing address, and (iv) a statement that you do not wish to resolve disputes with WhipFlip through arbitration, and must be mailed to WhipFlip, Inc., Attn: Legal, 1007 N Orange St, 4th Floor, Wilmington, DE 19801 via certified mail, return receipt requested. Rejecting the arbitration provision will not affect any other aspect of the Terms, nor will it affect any other existing or future arbitration agreement between you and WhipFlip.
WhipFlip reserves the right to make changes to its Services and/or Terms at any time and for any reason, so please re-visit this page frequently. If WhipFlip makes material changes to the Terms, then WhipFlip will notify you either by email or by posting a notice on the Services. All changes are effective as of the date indicated at the top of this page ( “Last Updated”), and your continued use of the Services after the indicated date will constitute acceptance to be bound by those changes. If WhipFlip, in its reasonable discretion, believes that any of the Services or Terms must be amended in order to comply with any legal requirements, the amendments may take effect immediately or as required by law and without any prior notice. WhipFlip reserves the right to stop, temporarily or permanently, the operation of any and all Services without notice, on a general or specific basis, at any time. All information (ours or yours) made available on the applicable Service may be removed or deleted, and you are required to make your own copy of any information you submit to WhipFlip. WhipFlip will not be liable to you or to any third party for any changes, suspension, or discontinuance of the Services or any malfunctions that may occur in connection thereto.
The Services are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country; (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List; or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You will not engage in activity that would cause us to be in violation of these laws and regulations, and will indemnify WhipFlip for any fines, penalties or other liabilities incurred by us for your failure to comply with this provision.
These Terms constitute the entire agreement between you and WhipFlip, Inc. regarding your use of any and all of the Services as detailed herein and supersedes any prior agreements between you and WhipFlip relating to such use.
Any Questions? We are always here to help!
CONTACT:
WhipFlip Customer Support
Phone: (888) 349-3189
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