Customer Terms of Service.

These Customer Terms of Service (the Terms) are a binding agreement between Whisperr, Inc., a Delaware corporation, File No. 10571843 (Whisperr, we, us), and the company or person that registers for or uses the Platform (Customer, You, Your). You accept these Terms by taking the acceptance action presented at registration, for example by ticking the box that says You agree to these Terms, by starting a Trial or a Paid Plan, or by accessing or using the Platform. If You do not agree, do not register for or use the Platform.

Authority. If You accept these Terms on behalf of a company or other legal entity, You represent that You have authority to bind that entity, and Customer, You, and Your refer to that entity.

Business use only. The Platform is offered for business and professional use. It is not directed to consumers and is not intended for personal, family, or household purposes. You will use the Platform only for Your lawful business purposes.

Evidence of acceptance. Whisperr maintains records of Your acceptance, including the version of these Terms accepted and the date and time. Absent manifest error, those records are conclusive evidence of the agreement between us and of Your acceptance.

Order Forms. Where You and Whisperr sign an Order Form (as defined below), the Order Form and these Terms together form the agreement, and the Order Form controls to the extent of any conflict for the configuration it covers.

Account means the account You register to access and use the Platform, including every app and workspace in it.

Acceptable Use Policy means the rules set out in Section 9, as updated from time to time.

AI Message means a message that the Platform writes with an AI model for one End User and passes to a Delivery Provider for sending.

Approval Mode means the Platform setting in which messages are shown to You for review and approval before they are sent. Approval Mode is on by default.

Autonomous Sending means the Platform setting, which only You can switch on, in which the Platform sends messages without Your approval of each message.

Covered User means an End User whom Your app identifies with a user ID and who sends at least one event to the Platform in a calendar month (UTC). Anonymous devices and users without a user ID are not Covered Users. Each Covered User counts once per month across all apps in Your Account.

Customer Data means the data, content, contact records, and other information You or Your End Users provide to, or that is processed through, the Platform on Your behalf, including any End User personal data and any Output.

Data Processing Addendum or DPA means the Whisperr Data Processing Addendum at whisperr.net/dpa.

Delivery Provider means a third-party push or email provider that You connect to the Platform with Your own account and credentials, for example OneSignal, Firebase Cloud Messaging, Apple Push Notification service, Expo, Postmark, or Resend.

Documentation means the usage guides and policies Whisperr makes available for the Platform, including at docs.whisperr.net.

End User means a user of Your apps, games, or websites whose data You or Your systems send to the Platform, or to whom the Platform sends a message for You, including anonymous users.

Fees means the amounts payable for Your Plan, for extra Covered Users, and for extra AI Messages, as described in Section 7 and Schedule A, or as stated in an Order Form.

Free Plan means the Plan with no Fee described in Schedule A.

Holdout Group means the End Users that the Platform holds back from messages so that it can measure the effect of messages.

Messaging Channels means the delivery channels the Platform supports at a given time, as stated in the Documentation. On the effective date of these Terms, these are push notifications and email. SMS and in-app messages are not yet available.

Order Form means a written ordering document signed by both parties that references these Terms and sets out a Plan, configuration, pricing, or term for Your Account.

Output means the message content that the Platform generates for an End User, and other content that the Platform generates for You, such as proposed code changes.

Paid Plan means any Plan with a Fee.

Plan means the subscription tier of Your Account, with the price, Covered Users, and allowances set out in Schedule A, in the price list at whisperr.net/#pricing, or in an Order Form.

Platform means the Whisperr retention service, including the dashboard, APIs, SDKs, MCP server, install wizard, and PR agent. The Platform analyses Customer Data about End Users, predicts which End Users are likely to stop using Your product, decides which End Users to message and when, writes messages with AI, sends them through Your Delivery Providers, and measures the result against a Holdout Group. The Platform runs in Approval Mode by default and sends without Your approval of each message only when You switch on Autonomous Sending.

Spend Limit means the most You allow Whisperr to charge in a calendar month for extra Covered Users, as set in the Platform.

Standard Contractual Clauses means the standard data protection clauses approved by the European Commission and, for the United Kingdom, the UK International Data Transfer Addendum, as applied by the DPA.

Sub-processor means a third party engaged by Whisperr to process Customer Data in connection with the Platform. A Delivery Provider or data source that You connect with Your own account is not a Sub-processor.

Trial means the free trial period of a Paid Plan described in Section 5.

In these Terms, personal data and personal information have the meanings given under applicable data-protection law.

Your Account is always on a Plan.

Free Plan. When You register, Your Account starts on the Free Plan. You can connect Your data, set up the Platform, and use it within the Free Plan limits in Schedule A. The Free Plan has no Fee, and no payment details are needed for it.

Paid Plans. To cover more End Users, You choose a Paid Plan and complete checkout. A Paid Plan starts with a Trial as described in Section 5. Fees begin when the Trial ends, and Your Paid Plan then applies as described in Section 7.

Enterprise. The Enterprise Plan is available only under an Order Form and is billed yearly.

Who can manage billing. Only an owner or admin of Your Account can start a Paid Plan, change billing settings, manage payment details, or cancel.

To register, You provide accurate Account information and keep it current. You are responsible for Your login credentials and for activity under Your Account, including activity by people You invite and by API keys and coding agents You authorize.

During setup, Whisperr will:

• Provide access to the Platform so You can connect data sources and Delivery Providers and configure messaging.
• Make reasonable support resources available to help You prepare to send.

During setup, You will:

• Complete the technical setup needed to send events and messages, including installing the Whisperr SDK or reviewing the code changes the Platform proposes.
• Provide accurate configuration and contact data.
• Confirm You hold the rights and consents needed for the End Users You intend to message, as set out in Section 9.

Inactive Accounts. If an Account has no Paid Plan and shows no meaningful activity for one hundred eighty (180) days, Whisperr may place the Account in a dormant state and reclaim provisioned resources. You can re-register at any time. No Fees apply to a dormant Account.

Trial. A Paid Plan that You buy at checkout starts with a free Trial of thirty (30) days, unless the checkout page or an Order Form states otherwise.

Payment method at checkout. To start a Trial, You add a payment method at checkout. Whisperr's payment processor, Stripe, collects and holds the payment details. Whisperr does not charge Your payment method during the Trial.

When Fees begin. When the Trial ends, Your Paid Plan continues on the billing interval You chose, and Whisperr charges the first Fee to Your payment method. If You cancel before the Trial ends, You pay nothing. If Your Account is not eligible for a Trial, Fees begin when You complete checkout.

One Trial per company. Each company, together with its affiliates, can have one Trial. An Account that has already had a Trial or a paid subscription does not get another Trial. You will not open more Accounts to get more Trials or more Free Plan coverage.

During the Trial. The Trial includes the Covered Users and AI Messages of the Plan You chose. Whisperr does not charge for extra Covered Users for a calendar month that a Trial covers in whole or in part. Whisperr may apply reasonable usage limits during a Trial, and the Platform shows them.

Authorization. By starting a Trial or a Paid Plan, You authorize Whisperr and its payment processor to charge Your payment method for the Fees for Your Plan, including extra Covered Users and extra AI Messages, at the end of the Trial and on each renewal until You cancel, as described in Section 7.

Record. Whisperr and its payment processor keep a record of each Paid Plan, in the form set out in Schedule B. Records for a yearly Plan, and for an Account under an executed Order Form, reflect a committed contractual term.

License grant. Subject to these Terms and to payment of applicable Fees, Whisperr grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the term for Your internal business purposes.

Restrictions. You will not, and will not permit any End User or third party to:

• resell, sublicense, rent, or provide the Platform to third parties on a service-bureau or time-sharing basis;
• copy, modify, translate, or create derivative works of the Platform, or reverse engineer, decompile, or attempt to derive its source code or underlying methods, except to the extent this restriction is prohibited by law;
• remove or obscure any proprietary notices, or publish benchmarks or performance results about the Platform without Whisperr's prior written consent;
• use the Platform to build or train a competing product or service; or
• use the Platform to circumvent Plan limits, usage limits, or Trial eligibility, or in any way that threatens the security or integrity of the Platform.

Export and sanctions. You will comply with all applicable export control and economic sanctions laws, including those administered by the United States. You represent that You are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, that You are not a restricted or denied party, and that You will not use the Platform to message recipients or for purposes prohibited by those laws.

Reservation of rights. All rights not expressly granted to You in these Terms are reserved by Whisperr.

Beta features. Whisperr may offer features identified as beta, preview, or evaluation. Those features are optional, are provided on an as is basis, and may be changed, limited, or withdrawn at any time.

Plans and prices. Schedule A sets out the Plans and prices in force on the effective date of these Terms. The current price list is at whisperr.net/#pricing. The price shown at checkout, or in an Order Form, applies to Your subscription. All Fees are stated and payable in US dollars.

Billing interval. Paid Plans are billed monthly or yearly, in advance, at the start of each billing period. The first period begins when Your Trial ends, or when You complete checkout if there is no Trial. A yearly Plan covers a committed twelve (12) month term and costs the same as ten (10) months of the monthly price. The Enterprise Plan is billed yearly under its Order Form.

Covered Users. Each Plan covers a number of Covered Users in each calendar month, as set out in Schedule A. Whisperr counts Covered Users across all apps in Your Account. The Platform shows Your count for the current month.

Above Your Plan. You choose in the Platform what happens when the number of Covered Users in a month is more than Your Plan covers:

• Keep the bill fixed. For the rest of that month, the Platform messages no more End Users than Your Plan covers, and it continues to collect and process Your data. No extra Fees apply.
• Cover new users. The Platform also covers extra Covered Users, in blocks of one thousand (1,000), at the extra-user price of Your Plan, up to Your Spend Limit and any maximum for Your Plan. Above that point, the Platform messages no more End Users in that month.

Schedule A shows the default for each Plan. Team and Scale start on cover new users, with a default Spend Limit equal to one month of the Plan's monthly price. You can change the setting and the Spend Limit in the Platform at any time.

Charges for extra Covered Users. Whisperr calculates extra Covered Users after the end of each calendar month, using the setting and Spend Limit in force at that time. It rounds them up to whole blocks of 1,000 and never charges more blocks than Your Spend Limit and Plan maximum allow. The charge is added, in arrears, to a later invoice for Your subscription. By choosing cover new users, You authorize these charges.

AI Messages. Each Plan includes an allowance of one (1) AI Message per Covered User in each calendar month. AI Messages above the allowance are billed at the extra AI Message price in Schedule A, in arrears. If Your Plan does not allow extra AI Messages, the Platform stops writing AI Messages for the rest of the month when You reach the allowance.

Usage measurement. Whisperr's records of Covered Users and AI Messages are the basis for calculating Fees, absent manifest error. You are responsible for monitoring Your usage in the Platform.

Your price and changes to it. The price for Your Plan holds for each billing period and will not change during a period. For monthly Plans, Whisperr may change the price on at least thirty (30) days' notice, and the new price applies from Your next billing period. If You do not accept the change, You may cancel before it takes effect under Section 19. For yearly Plans, the price is fixed for the committed term and any change applies at renewal.

Renewal. Monthly Plans renew month to month, and yearly Plans renew for successive twelve (12) month terms, at the then-current price, until You cancel. You can cancel at any time before the end of the current billing period, and the cancellation takes effect at the end of that period. Whisperr will provide the renewal and cancellation information required by applicable law.

How to cancel. You may cancel in the billing settings of Your Account or by contacting Whisperr. Cancellation will be at least as simple as the steps to subscribe.

Plan changes. You may move to a higher Plan at any time, effective immediately, with the difference prorated for the rest of the current period. A move to a lower Plan takes effect at the end of the current billing period. Changes to a yearly Plan take effect at the end of the committed term, except that upgrades may be applied earlier by agreement.

Earlier Plans. If You subscribed to a Plan from an earlier Whisperr price list, such as Starter or Growth, that Plan continues at its price until You cancel it or move to a current Plan. Whisperr will give at least thirty (30) days' notice before it ends or changes an earlier Plan.

Payment. Fees are charged to Your payment method through Whisperr's payment processor, Stripe. Whisperr does not store full card numbers. Except as required by law or expressly stated in these Terms, Fees are non-refundable and there are no credits or refunds for partial periods, downgrades, or unused Covered Users or AI Messages.

Taxes and withholding. Fees are exclusive of taxes. You are responsible for all sales, use, value added, and similar taxes, excluding taxes on Whisperr's net income. If law requires You to withhold any amount from a payment, You will gross up the payment so that Whisperr receives the full amount it would have received without the withholding.

Billing disputes and chargebacks. If You believe a charge is incorrect, You must notify Whisperr in writing within sixty (60) days of the charge, or the charge is deemed accepted. You will not initiate a chargeback or payment dispute with Your card issuer or bank without first raising the issue with Whisperr in good faith; doing so is a breach of these Terms.

Late or failed payment. If a charge fails or a Fee is overdue, Whisperr may retry the charge, apply interest at the lower of 1.5% per month or the maximum permitted by law, and suspend the Account under Section 11 until amounts are paid.

Your Delivery Providers. The Platform sends messages through the Delivery Providers You connect with Your own account and credentials. You authorize Whisperr to use those credentials to send messages to End Users and to receive delivery and engagement status on Your behalf. Messages go out under Your name and from Your sender identities.

Your provider accounts. Your Delivery Providers act for You, not for Whisperr, and they are not Whisperr Sub-processors. You are responsible for keeping those accounts and credentials secure and in good standing, for any fees they charge, and for complying with their terms. Whisperr is not responsible for outages, suspensions, rate limits, or charges imposed by Your Delivery Providers.

Managed sending. If Whisperr offers to send on Your behalf through infrastructure that Whisperr manages and You choose it, the Documentation or an Order Form will describe it, and Whisperr will list any provider involved as a Sub-processor before it processes Customer Data. You remain responsible for the content of each message and for the consent basis on which it is sent.

Custom arrangements. The sending configuration available to You, and the associated pricing, may be set out in an Order Form. An Order Form controls over the published terms for the configuration it covers.

Deliverability. Whisperr applies commercially reasonable practices to support deliverability but does not guarantee that any message will be delivered, accepted, or read, as delivery depends on Delivery Providers, carriers, platforms, and recipient systems outside Whisperr's control.

Third-party services. If You connect other third-party services to the Platform, for example a data source such as Stripe, RevenueCat, or Shopify, or the Whisperr PR agent GitHub App, Your use of those services is governed by their own terms, and Whisperr is not responsible for them.

Consent and legal basis. You represent and warrant that, for every End User whose data You send to the Platform and every End User You message, and for each Messaging Channel You use, You have a valid legal basis and any consent required by applicable law, including any consent required for the Whisperr SDK on End User devices. You are solely responsible for Customer Data, for the Output as sent, and for the messages sent through Your Account.

Compliance. You will comply with all laws applicable to Your messaging, including as relevant:

• the CAN-SPAM Act and equivalent email marketing laws;
• the Telephone Consumer Protection Act (TCPA) and equivalent rules for text messages and calls;
• the GDPR, the UK GDPR, and applicable ePrivacy rules where End Users are in the EU, EEA, or United Kingdom;
• Canada's Anti-Spam Legislation (CASL) where End Users are in Canada; and
• other applicable communications, consumer-protection, and data-protection laws.

Opt-outs. You will honor unsubscribe and opt-out requests promptly, maintain accurate suppression lists, and include the sender identification and opt-out mechanisms required by law for each Channel.

Notices to End Users. You will maintain and make available to End Users all privacy notices and disclosures required by applicable law for the messages You send and the data You process.

Data You send. You will send the Platform only the data it needs. You will use internal user IDs, not email addresses or phone numbers, as Whisperr user IDs, and You will meet the Customer obligations in the DPA.

Prohibited use. You will not, and will not allow any End User or third party to:

• send unlawful, fraudulent, deceptive, harassing, or misleading messages;
• message contacts obtained from purchased, rented, scraped, or harvested lists;
• send content that infringes or misappropriates third-party rights, or that contains malware, phishing, or other harmful code;
• send to recipients who have opted out, or in a way that violates carrier, provider, or messaging-platform rules; or
• send special categories of personal data, government identifiers, payment card numbers, passwords, or data of children through the Platform unless expressly agreed in writing with Whisperr.

Responsibility. As between You and Whisperr, You are responsible for Customer Data, the Output as sent, Your messaging practices, and Your End User relationships. Whisperr acts on Your instructions in operating the Platform on Your behalf.

Automated output. The Platform generates Output automatically, with AI models. Automated output can be inaccurate, incomplete, or unsuitable for a particular recipient or purpose. Whisperr does not warrant that any Output is accurate, appropriate, or fit for any purpose.

Approval Mode and Autonomous Sending. The Platform runs in Approval Mode by default, so that You can review and approve messages before they are sent. You are responsible for that review. When You switch on Autonomous Sending, the Platform sends messages without Your approval of each one, within the controls You set, such as frequency caps and quiet hours, and You accept responsibility for the messages sent in that mode. You can switch Autonomous Sending off at any time.

Holdout Group. To measure the effect of messages, the Platform holds back a Holdout Group of End Users who get no messages from the Platform. By default, the Holdout Group is ten percent (10%) of End Users. Reported results are estimates and do not guarantee any outcome.

Decisions about End Users. The Platform decides which End Users get a message and when. It is designed for marketing and service messages. You will not use it to make decisions that have legal or similarly significant effects on End Users.

Code changes. The install wizard, the PR agent, and coding agents that use the Whisperr MCP server can propose changes to Your code, for example in a pull request. You are responsible for reviewing, testing, and merging those changes. The PR agent does not merge code into Your repositories.

Ownership of Output. As between You and Whisperr, You own the Output as part of Customer Data and are responsible for it.

Whisperr may suspend, throttle, or limit Your Account or specific Messaging Channels, in whole or in part, if Whisperr reasonably determines that:

• You are in breach of the Acceptable Use Policy or Section 9;
• Fees are overdue or a payment method has failed;
• Your use poses a security, legal, deliverability, or abuse risk to the Platform, to Whisperr, or to any third party; or
• suspension is required to comply with law or a request from a carrier, provider, or authority.

Whisperr will give notice of a suspension where practicable and will restore access promptly once the cause is resolved. Suspension does not relieve You of the obligation to pay Fees accrued before the suspension.

Whisperr will not be liable for any suspension, throttling, or limitation made in accordance with this Section.

Ownership. You retain all right, title, and interest in and to Customer Data. Whisperr claims no ownership of Customer Data.

License to process. You grant Whisperr a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide and support the Platform, including to send messages through Your Delivery Providers, and as otherwise permitted in these Terms.

Roles and instructions. For End User personal data, You are the controller, or a processor acting for Your own clients, and Whisperr is Your processor or sub-processor. Whisperr processes End User personal data only on Your documented instructions, which these Terms, the DPA, and Your configuration and use of the Platform constitute, except where law requires otherwise. Whisperr will inform You if, in its opinion, an instruction infringes applicable data-protection law.

Data Processing Addendum. The DPA forms part of these Terms, and You accept it when You accept these Terms. It sets out the processing terms in more detail, including the Standard Contractual Clauses. A countersigned copy is available on request from privacy@whisperr.net.

Scope of processing. The subject matter, nature, purpose, and duration of the processing, the types of personal data, and the categories of data subjects are set out in Schedule D and in Annex 1 of the DPA.

Confidentiality of personnel. Whisperr ensures that personnel authorized to process Customer Data are bound by appropriate confidentiality obligations.

Security. Whisperr maintains the technical and organizational measures in Annex 2 of the DPA, summarized at whisperr.net/security, designed to protect Customer Data against unauthorized access, loss, or disclosure, taking into account the nature of the data and the state of the art. Whisperr may update the measures but will not lower the overall level of security.

Hosting and location. Whisperr currently hosts the Platform's API, workers, and main database in Microsoft Azure in Sweden (EU). Some Sub-processors, such as AI model and analytics providers, are in the United States, and Whisperr staff may access Customer Data from outside the EEA to run the Platform, as described in the Privacy Policy at whisperr.net/privacy.

Sub-processors. Whisperr may engage Sub-processors to deliver the Platform and imposes data-protection obligations on them that are no less protective than those in the DPA. Whisperr remains responsible for its Sub-processors' performance and publishes a current list at whisperr.net/subprocessors. Whisperr will give at least thirty (30) days' notice before a new Sub-processor starts to process Customer Data, by posting it on that page and emailing the Account owner. If You reasonably object to a new Sub-processor on data-protection grounds within that period and Whisperr cannot reasonably accommodate the objection, You may terminate the affected part of the Platform, and Whisperr will refund any prepaid Fees for that part for the period after termination. This is Your sole remedy for the objection. Delivery Providers and data sources You connect with Your own account are not Sub-processors.

International transfers. Where Customer Data is transferred from the EEA, the United Kingdom, or Switzerland to a country without an adequacy decision, the Standard Contractual Clauses (Module 2 or Module 3), the UK Addendum, and the Swiss adjustments apply as set out in the DPA and are incorporated into these Terms. For onward transfers to Sub-processors, Whisperr uses the Standard Contractual Clauses, the EU-U.S. Data Privacy Framework where the Sub-processor is certified, or another valid mechanism, with supplementary measures where required.

Personal data breach. Whisperr will notify You of a personal data breach affecting Customer Data without undue delay, and in any case within forty-eight (48) hours after Whisperr becomes aware of it, and will provide the information reasonably available to Whisperr to help You meet Your notification obligations, as set out in the DPA.

Assistance. Taking into account the nature of the processing, Whisperr will provide reasonable assistance to help You respond to End User requests to exercise their rights and to meet Your obligations relating to security, breach notification, and data-protection impact assessments. If You cannot complete an End User request in the Platform, You may send it to privacy@whisperr.net, and Whisperr will complete it within the time set out in the DPA.

Audit and information. Whisperr will make available information reasonably necessary to demonstrate compliance with this Section and the DPA, including answers to reasonable security questionnaires. If that information is not enough, Whisperr will allow for and contribute to audits, including inspections, conducted by You or an independent auditor You mandate, no more than once per year except where required by a supervisory authority, on at least thirty (30) days' written notice, during business hours, at Your cost, and subject to confidentiality, as set out in the DPA.

US state privacy laws. Where Whisperr processes personal information subject to US state privacy laws, including the California Consumer Privacy Act as amended, Whisperr acts as a service provider or processor. Whisperr will not sell or share that personal information, will not retain, use, or disclose it except as necessary to provide the Platform or as permitted by law, will not combine it with other data except as permitted, and certifies that it understands and will comply with these restrictions.

No sale of personal information. The disclosure of personal information by You to Whisperr is not a sale, and no monetary or other valuable consideration is exchanged for that personal information. You may take reasonable and appropriate steps to confirm that Whisperr uses personal information consistent with Your obligations under applicable law, and to stop and remediate any unauthorized use.

Return and deletion. After termination, Customer Data is available for export for thirty (30) days, as described in Section 19. Within thirty (30) days after that period, Whisperr will delete or return Customer Data, at Your choice, except for copies that the law requires Whisperr to keep. Backup copies expire on their fourteen (14) day backup cycle. During the term, You may ask Whisperr to delete specific Customer Data, for example the data of one End User.

De-identified and aggregated data. Whisperr may generate and use aggregated and de-identified data that does not identify You or any End User to operate, secure, and improve the Platform. Whisperr will not attempt to reidentify that data and will maintain it as de-identified.

Use for training. Whisperr does not use identifiable Customer Data to train or improve services provided to other customers. Whisperr uses only aggregated and de-identified data for that purpose. Whisperr calls AI models through business APIs whose terms do not allow the AI provider to train its models on that data, and Whisperr does not send End User email addresses, phone numbers, or push tokens to AI model providers.

Precedence. For the processing of personal data, the DPA controls over any conflicting term in these Terms, including this Section, and the Standard Contractual Clauses control over the DPA.

Whisperr retains all right, title, and interest in and to the Platform, the Documentation, and all related software, models, and materials, and any improvements to them, including improvements derived from aggregated and de-identified data. No rights are granted to You except as expressly stated in Section 6. As between the parties, You retain all right, title, and interest in and to Customer Data, including the Output.

Feedback. If You give Whisperr feedback or suggestions, You grant Whisperr a perpetual, irrevocable, royalty-free license to use it without restriction. Feedback is given voluntarily and Whisperr is under no obligation to keep it confidential.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it with at least reasonable care for two (2) years after termination. These obligations do not apply to information that is or becomes public without breach, was already known to the receiving party, is independently developed, or is rightfully received from a third party, and do not prevent disclosure required by law, provided reasonable notice is given where permitted.

The receiving party may share confidential information with its employees, advisors, and contractors who need to know it and are bound by confidentiality obligations. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law, even after the period above.

Mutual. Each party represents that it has the authority to enter into these Terms.

Commercially reasonable efforts. Whisperr will provide the Platform using commercially reasonable efforts to keep it available, but does not commit to a specific uptime service level unless one is stated in an Order Form.

As is. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM AND ALL OUTPUT ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, AND THIS IS PARTICULARLY THE CASE ON THE FREE PLAN AND DURING A TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, WHISPERR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WHISPERR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY OUTPUT OR PREDICTION WILL BE ACCURATE OR SUITABLE, OR THAT ANY MESSAGE WILL BE DELIVERED OR PRODUCE A PARTICULAR RESULT, SUCH AS A REDUCTION IN CHURN.

(a) Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

(b) General cap. EXCEPT AS STATED IN (c) AND (d), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO WHISPERR IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES WERE PAID OR PAYABLE IN THAT PERIOD, FOR EXAMPLE ON THE FREE PLAN OR DURING A TRIAL, THIS CAP IS US$100.

(c) Whisperr indemnity cap. Whisperr's total liability under its indemnity in Section 17 will not exceed the greater of two times (2x) the Fees paid by You in the twelve (12) months before the claim and US$50,000.

(d) Matters outside the cap. The exclusion in (a) and the caps in (b) and (c) do not apply to Your obligation to pay Fees, Your indemnification obligations under Section 17, a party's breach of its confidentiality obligations, or Your breach of Section 6 (license and restrictions).

(e) Liability that cannot be limited. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

(f) Time to bring claims. To the extent permitted by law, any claim arising out of or related to these Terms must be brought within one (1) year after the claim accrued, or it is permanently barred.

By You. You will defend Whisperr against any third-party claim arising from Customer Data, the Output as sent, the messages You send, Your End User relationships, Your breach of Section 9 or the Acceptable Use Policy, or Your violation of law, and will indemnify Whisperr for amounts finally awarded or agreed in settlement of such a claim. This indemnity is not subject to the caps in Section 16.

By Whisperr. Whisperr will defend You against any third-party claim that the Platform, as provided by Whisperr and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify You for amounts finally awarded or agreed in settlement of such a claim, subject to the cap in Section 16(c). This obligation does not apply to claims arising from Customer Data, the Output, Your messages, modifications not made by Whisperr, or use of the Platform in combination with anything not provided by Whisperr. If the Platform is or may become subject to an infringement claim, Whisperr may modify or replace the affected part, procure the right to continue use, or terminate the affected Account and refund any prepaid, unused Fees.

Procedure. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense and settlement, provided no settlement imposes a non-monetary obligation on the indemnified party without consent, and provide reasonable cooperation.

Exclusive remedy and participation. This Section states each party's sole liability, and the other party's exclusive remedy, for the third-party claims it covers. The indemnified party may participate in the defense with its own counsel at its own expense.

Whisperr may identify You as a Whisperr customer using Your name and logo in its customer directory, on its website, and in investor and marketing materials. You may decline or withdraw this use by writing to legal@whisperr.net. Any case study or quotation attributed to You will be published only with Your prior written approval.

Term. These Terms apply from the time You first accept them and continue until Your Account is terminated.

Cancellation of a Paid Plan. You may cancel a Paid Plan at any time under Section 7. Cancellation takes effect at the end of the current billing period, monthly or yearly, and You can undo it until then. If You cancel during a Trial, the Paid Plan ends when the Trial ends and You are not charged. No partial refunds are given. When a Paid Plan ends, the Platform stops generating and sending messages under that Plan, and You can still view Your data in the Platform until Your Account is closed. Cancelling a Paid Plan does not close Your Account.

Closing Your Account. You may close Your Account at any time by writing to support@whisperr.net from the email of an Account owner. Closing takes effect at the end of any paid billing period.

Termination by Whisperr. Whisperr may terminate these Terms or Your Account on thirty (30) days' notice for material breach that remains uncured, and may terminate or suspend immediately for the reasons set out in Section 11.

Termination by You for cause. You may terminate these Terms or Your Account on thirty (30) days' notice if Whisperr materially breaches these Terms and does not cure the breach within that period. If You terminate a yearly Plan under this paragraph, Whisperr will refund prepaid, unused Fees on a pro-rata basis.

Effect of termination. On termination, Your right to use the Platform ends. For thirty (30) days after termination, Whisperr will make Customer Data available for export, after which Whisperr will delete or return Customer Data under Section 12. Fees accrued before termination, including charges for extra Covered Users and extra AI Messages, remain payable. If Whisperr terminates for Your breach, prepaid Fees are non-refundable. If Whisperr terminates a yearly Plan for convenience or under Section 17, Whisperr will refund prepaid, unused Fees on a pro-rata basis.

Survival. Sections 2, 6, 7 (for accrued Fees), 9, 12, 13, 14, 15, 16, 17, 18, 21, and 22 survive termination.

Whisperr may update these Terms from time to time. When Whisperr does, it will post the updated Terms with a new effective date. For material changes, Whisperr will give notice by email or in the Platform at least thirty (30) days before they take effect, except that changes required by law, or that apply to new features, may take effect when posted. Your continued use of the Platform after the effective date of an update means You accept the updated Terms. If You do not agree to a material change, You may cancel under Section 19 before it takes effect.

This version. This version applies from its effective date to Accounts registered on or after that date. For an Account that accepted an earlier version, it applies thirty (30) days after Whisperr gives notice of it, or earlier if You accept it, for example by starting a Trial or a new Paid Plan.

Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to the rest of this Section, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to that venue. The Standard Contractual Clauses are governed by the law and courts they specify, as set out in the DPA.

Informal resolution first. Before filing a claim, each party will try in good faith to resolve the dispute by sending a written notice describing the claim to the other and allowing thirty (30) days to resolve it. This does not prevent a party from seeking injunctive relief to protect its intellectual property or confidential information.

Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

Class action waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WILL BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

Notices. Notices to Whisperr must be sent to legal@whisperr.net. Formal legal notices may also be sent to Whisperr, Inc., 2803 Philadelphia Pike, Suite B #1462, Claymont, DE 19703, United States. Notices to You may be sent to the email associated with Your Account or posted in the Platform. A notice is deemed received on the day it is sent by email if sent on a business day, and otherwise on the next business day.

Order of precedence. In the event of a conflict, an executed Order Form controls over these Terms for the configuration it covers, and these Terms control over the Documentation and any policy referenced in them. For the processing of personal data, the DPA controls as stated in Section 12.

Entire agreement. These Terms, together with the DPA, any Order Form, and the documents referenced in them, are the entire agreement between the parties about the Platform and supersede all prior discussions and agreements on that subject. You have not relied on any statement not set out in these Terms.

Assignment. You may not assign these Terms without Whisperr's prior written consent, and a change of control of Customer is treated as an assignment. Whisperr may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms bind and benefit the parties' permitted successors and assigns.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of nature, outages of third-party networks, carriers, or providers, and governmental action. This does not excuse Your obligation to pay Fees.

No third-party beneficiaries. These Terms do not create any rights for any person who is not a party to them.

Severability and waiver. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in effect. A party's failure to enforce a provision is not a waiver.

Relationship. The parties are independent contractors. These Terms create no partnership, agency, or joint venture.

Electronic acceptance. You agree that taking the acceptance action, registering, starting a Trial or Paid Plan, or using the Platform constitutes Your electronic signature, and that records of Your acceptance and of Your subscription may be kept and relied upon as evidence of the agreement.

Headings. Headings are for convenience only and do not affect interpretation.