Subscription Services Agreement
These Terms were last updated on August 2, 2022.
This Subscription Services Agreement (together with the Order Form signed by VIRTUTRAX and the Customer, the “Agreement”) is an agreement between the company or other legal entity that has executed an Order Form (the “Customer”) and VIRTUTRAX, LLC. (“VIRTUTRAX”, VIRTUTRAX and Customer, the “Parties” and each, a “Party”), and is entered into the earlier of: (a) the date Customer first uses any part of the Platform; and (b) the date Customer agrees to be bound by this Agreement (the “Effective Date”)
BY USING THE PLATFORM (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE PLATFORM. CUSTOMER REPRESENTS AND WARRANTS TO VIRTUTRAX THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE PLATFORM ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO VIRTUTRAX THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
Definitions
(a) “Confidential Information” has the meaning set out in Section 11(a).
(b) “Customer Data” means any data, information, content, records, and files that Customer (or any of its Users) loads, receives through, transmits to or enters into the Platform or otherwise provides to VIRTUTRAX, including any and all intellectual property rights in any of the foregoing.
(c) “De-Identified Data” means all Customer Data that is not Personal Information.
(d) “Documentation” means the Onboarding Business Requirement document as signed by VIRTUTRAX and the Customer during the onboarding process.
(d) “Fees” has the meaning set out in Section 10.
(e) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, Derivative Works, translations, adaptations and results from processing in any form or medium, and “Modify” has a corresponding meaning.
(f) “Order Form” means the document signed by both Customer and VIRTUTRAX setting out the number of Users and Fees for the Services.
(g) “Personal Information” means information about an identifiable individual.
(h) “Platform” means: (i) the software, hardware, and systems used by VIRTUTRAX to host and make available the Services; and (ii) the Website.
(i) “Privacy Policy” has the meaning set out in Section 7.
(j) “Professional Services” means all implementation and training services.
(k) “Property” has the meaning set out in Section 3.
(l) “Recipient” has the meaning set out in Section 11(a).
(m) “Services” means the services provided by the VIRTUTRAX products hosted on the Website, which provides streamlined data processes for aerospace businesses.
(n) “Term” has the meaning set out in Section 14(a).
(o) “Training Program” means the VIRTUTRAX training program for new customers which includes: (i) an onboarding call [or email] introducing VIRTUTRAX’s Customer Success Manager and establishing a time frame for go-live; (ii) setup of account and configuration acceptance; and (iii) training session for Users.
(p) “User” has the meaning set out in Section 8(a).
(q) “Website” means any websites used by VIRTUTRAX to provide the Services, including the website located at www.VIRTUTRAX.com and the associated mobile app(s).
Platform
(a) Provisioning of the Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, VIRTUTRAX will make the Platform available to Customer on the terms and conditions set out in this Agreement.
(b) Limitation, Suspension, or Termination of Access; Platform Upgrades and Scheduled Downtime. VIRTUTRAX may, at its discretion and without notice: (i) suspend, terminate, or limit Customer’s access to or use of the Platform or any component thereof; or (ii) Modify the Platform. VIRTUTRAX will use commercially reasonable efforts to provide reasonable advance notice of such suspension, termination, or limitation.
Reservation of Rights
VIRTUTRAX expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Platform (or any part thereof) and any other materials or content provided by VIRTUTRAX under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Property”). All right, title and interest in the Property will remain with VIRTUTRAX (or VIRTUTRAX’s third party suppliers, as applicable). For greater certainty, while the Property is made available to the Customer pursuant to Section 2 of this Agreement, the Property is not “sold” to Customer.
Beta Testing
Customer may be selected and subsequently choose to participate in testing new Platform features. Such features will be identified as “beta” or words or phrases with a similar meaning (each, a “Beta Product”). Customer acknowledges and agrees that Beta Products are provided “as-is” without any warranty or guarantee of any kind. Customer is encouraged to report any faults or feedback relating to Beta Products to VIRTUTRAX.
Professional Services
To the extent that any VIRTUTRAX training services, implementation services, or other professional services are listed in the Order Form, VIRTUTRAX will perform such services in accordance with this Agreement and the Professional Services Addendum. The Professional Services Addendum is hereby incorporated by reference and forms part of this Agreement.
Customer Data
VIRTUTRAX has implemented and will maintain commercially reasonable organizational and technical safeguards to protect Customer Data against unauthorized access, use or disclosure of Customer Data. Customer will retain ownership of all Customer Data. VIRTUTRAX may use Customer Data to perform its obligations (including providing services) and exercise its rights in this Agreement. VIRTUTRAX may also collect, generate and use De-Identified Data for the purposes of operational metrics and product development, provided that such De-Identified Data is in aggregate form only and does not identify Customer or the identity of a customer’s users, vendors or customers.
If Customer subscribes to a free account offered by VIRTUTRAX or if Customer’s account is suspended, Customer acknowledges that any data Customer enters into the Platform may be permanently lost and not recoverable.
Privacy
Customer agrees (on Customer’s behalf and on behalf of each User) to VIRTUTRAX’s access, use, collection, storage and disclosure of Customer’s and each User’s Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Users, will be treated in accordance with VIRTUTRAX’s privacy policy (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference and forms part of this Agreement.
Customer User Account; Use Restrictions
(a) Customer User Account. Upon Customer’s request, VIRTUTRAX will issue an account (a “Customer User Account”) to Customer for use by individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Platform (each, a “User”). Customer will ensure that Users only use the Platform through the Customer User Account. Customer will not allow Users to share the Customer User Account with any other person. Customer will promptly notify VIRTUTRAX of any actual or suspected unauthorized use of the Platform. VIRTUTRAX reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose or if Customer fails to pay any Fees within 30 days following the date that the applicable Fees have become due.
(b) Use Restrictions. Customer acknowledges and agrees that it is responsible for the compliance by all Users with this Agreement, any guidelines and policies published by VIRTUTRAX from time to time, and the activities of all Users on the Platform. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Users) to:
(i) use the Platform to send, upload, collect, transmit, store, use, disclose or process, or ask VIRTUTRAX to obtain from third parties or perform any of the above with respect to, any Customer Data:
(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
(B) that Customer or the applicable User does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;
(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
(ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack);
(iii) attempt to gain unauthorized access to the Platform;
(iv) use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;
(v) use the Platform for the purpose of building a similar or competitive product or service; or
(vi) use the Platform other than as permitted by this Agreement.
Email and Web Support
Customer will generally have access to support services generally made available by VIRTUTRAX to its Customers, as described in the Support Agreement , as modified by VIRTUTRAX from time to time. Without limiting VIRTUTRAX’s other rights, VIRTUTRAX may suspend Customer’s access to the support services upon notice if Customer has not paid any Fees within 30 days of the date that such Fees become due.
Fees and Payment Policy
(a) Fees. Customer will pay to VIRTUTRAX the applicable fees set out in the Order Form (the “Fees”) during the Term in accordance with the payment terms set out herein and in the Order Form. If Customer’s usage exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage in accordance with VIRTUTRAX’s then-current rates and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on an Order Form, all Fees are identified in US dollars and are payable in advance.
(b) Invoicing. VIRTUTRAX will prepare and send to the Customer, at the then-current contact information on file with VIRTUTRAX, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in the Order Form, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Without limiting VIRTUTRAX’s other rights, VIRTUTRAX may suspend Customer’s access to the Platform and any related services upon notice if Customer has not paid any Fees within 30 days of the date that such Fees become due.
(c) Disputed Invoices or Charges. If Customer believes VIRTUTRAX has charged or invoiced Customer incorrectly, Customer must contact VIRTUTRAX no later than 30 days after having been charged by VIRTUTRAX or receiving such invoice in which the error or problem appeared to receive an adjustment or credit. In the event of a dispute, Customer will pay any disputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
(d) Late Payment. Customer may not withhold or “setoff” any amounts due under this Agreement. VIRTUTRAX reserves the right to suspend Customer’s access to the Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of two percent (2%) compounded monthly (26.82% annually), or the maximum legal rate (if less) per month or fraction thereof, plus all expenses of collection, until fully paid.
(e) Payment by Credit Card. By providing credit card billing information to VIRTUTRAX, Customer authorizes VIRTUTRAX to charge such credit card for Fees and any other payment to be made under this Agreement by the applicable date that such payment becomes due.
Confidential Information
(a) Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing the terms and conditions of this Agreement and all Property (including any part thereof), whether marked as “confidential” or not, will be VIRTUTRAX’s Confidential Information and will not be Customer’s Confidential Information.
(b) Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 11 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
(c) Exceptions to Confidentiality. Notwithstanding Section 11(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to VIRTUTRAX’s business; or (iii) in the case of VIRTUTRAX, to potential assignees, acquirers or successors of VIRTUTRAX if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of VIRTUTRAX.
Warranty; Disclaimer; Indemnity
(a) Customer Warranty. Customer represents and warrants to, and covenants with VIRTUTRAX that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable VIRTUTRAX to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to VIRTUTRAX and to or from all applicable third parties.
(b) GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIRTUTRAX HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VIRTUTRAX DOES NOT WARRANT THAT THE PLATFORM (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, VIRTUTRAX EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
(c) Indemnity. Customer shall defend and indemnify VIRTUTRAX and its affiliates (and their respective directors, employees, representatives, agents, and contractors) from and against all damages, losses, penalties, and expenses (including legal expenses) arising out of or related to any third party claim, suit, or proceeding based on the Customer Data or its use by VIRTUTRAX as permitted in this Agreement. VIRTUTRAX shall defend and indemnify Customer and its affiliates (and their respective directors, employees, representatives, agents, and contractors) from and against all damages, losses, penalties, and expenses (including legal expenses) arising out of or related to any third party claim, suit, or proceeding based on such third party’s allegation that Customer’s use of the Platform in accordance with this Agreement infringed such third party’s intellectual property rights, provided that VIRTUTRAX will have no responsibility under this Section to the extent that such infringement was caused by changes or components, added, made or requested by Customer or if Customer fails to cease use of the Platform following VIRTUTRAX’s notice to Customer that an infringement allegation has been made or is likely to be made.
Limitation of Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
(a) AMOUNT. EXCEPT FOR DAMAGES OR LOSSES CAUSED BY A PARTY’S INTENTIONAL MISCONDUCT IN WHICH CASE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $1,000,000.00, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL VIRTUTRAX’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT
(b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Term and Termination
(a) Term. This Agreement will commence on the Effective Date and continue for the period set out in the Order Form. The agreement will automatically renew for successive 12-month periods (each, a “Renewal Period”) unless either party gives the other written notice of non-renewal at least 60 days in advance of renew date or the contract is terminated according to Section 14(b) (collectively, the initial term and any renewal term are the “Term”). VIRTUTRAX may increase the Fees during any Renewal Period upon at least 90 days’ prior notice to Customer, provided that VIRTUTRAX will not increase the Fees during a Renewal Period by more than 7% unless otherwise agreed by the Parties in writing. For avoidance of doubt, the foregoing does not limit any permitted Fee increases during the Term pursuant to Section 10(a).
(b) Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 30 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion, in each case unless the material breach is not capable of being cured.
(c) Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Reservation of Rights), Section 6 (VIRTUTRAX’s Right to Use Customer Data), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities), Section 14(c) (Survival), and Section 15 (General Provisions).
General Provisions
(a) Publicity. VIRTUTRAX may refer to Customer as being a customer of VIRTUTRAX and may use Customer’s corporate name and logo for this purpose, subject to Customer’s standard trademark usage policies as provided to VIRTUTRAX from time-to-time. Customer may withdraw permission at any time by providing written notice to VIRTUTRAX by email to legal@VIRTUTRAX.com.
(b) Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to VIRTUTRAX, to the following addresses:
1422 S. Tryon Street, #300
Charlotte, NC 28203
and (ii) if to Customer, to the current postal or email address that VIRTUTRAX has on file with respect to Customer. VIRTUTRAX may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with VIRTUTRAX through the Platform, current at all times during the Term.
(c) Assignment. Customer will not assign this Agreement to any third party without VIRTUTRAX’s prior written consent. VIRTUTRAX may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
(d) Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the state of North Carolina, and the federal laws of the United States of America applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Charlotte, North Carolina, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.
(e) Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of VIRTUTRAX in this Agreement means the right of VIRTUTRAX to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
(f) Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond VIRTUTRAX’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, epidemic, strikes or other labor problems (other than those involving VIRTUTRAX’s employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
(g) Severable. Any provision of this Agreement found by a court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
(h) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(i) Independent Contractors. Customer’s relationship to VIRTUTRAX is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of VIRTUTRAX.
(j) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
(k) Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, VIRTUTRAX MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY VIRTUTRAX, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER). YOUR CONTINUED USE OF THE PLATFORM AFTER SUCH AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT.