Structure and Acceptance of Terms

This Agreement is comprised of two components: the general terms and conditions (the “General Terms”) that govern all aspects of our services, and the specific terms and conditions applicable to individual services (the “Service Specific Terms”). In the event of any inconsistency between these two sets of terms, the Service Specific Terms shall take precedence.

To enter into a binding agreement, you must be legally eligible. If you do not agree with the General Terms, please refrain from using our services. Similarly, if you accept the General Terms but not the specific terms related to a particular service, that service should not be used. You confirm your acceptance of this Agreement by checking the appropriate box, clicking an acceptance button, or by using the services.

Service Overview and Beta Testing Terms

WhaTalker offers a suite of cloud-based software solutions and business applications, as well as complementary offline and mobile tools (collectively referred to as the “Services”). These Services are available for both personal and commercial use, including internal operations within your organization. You can access the Services through any supported Internet browser, and it is your responsibility to secure the necessary Internet connectivity and hardware. With your user account, you can create, edit, publish, and share content as you see fit.

Additionally, we may introduce certain features as beta versions (“Beta Services”) for testing and evaluation purposes. By using Beta Services, you acknowledge that WhaTalker reserves the exclusive right to determine the duration of the beta phase and to evaluate its performance. The decision to launch a Beta Service as a fully commercial offering lies solely with WhaTalker, and your participation in a Beta Service does not obligate you to subscribe to any paid offerings. WhaTalker also reserves the right to modify, suspend, or discontinue any Beta Service, in whole or in part, at any time and without prior notice. You agree that WhaTalker will not be liable for any issues or damages that may arise from such changes or the discontinuation of Beta Services.

Trial Access and Account Registration

Trial Access

Should you opt into a trial period for any WhaTalker service, you’ll receive free access to that specific feature set until one of the following occurs: (i) the trial’s scheduled end date (unless canceled earlier by you), (ii) the commencement of your paid subscription, or (iii) immediate termination by WhaTalker at our discretion.

Any data uploaded or personalized settings applied during your trial might be irreversibly erased if you do not (i) transition to a paid subscription plan, (ii) acquire relevant service enhancements, or (iii) export your data prior to the trial’s conclusion. During the trial, our offerings are provided “as is,” with no guarantees, support, or liability, as permitted by applicable regulations.

Account Registration Requirements

Creating a WhaTalker account requires supplying all requested details accurately. If you’re representing a company or organization, it’s advisable that you and your team members register using official corporate contact information—particularly your organization’s email domain.

By registering, you affirm that (i) the data you submit is truthful, complete, and current, and (ii) you will promptly update it whenever necessary. If WhaTalker suspects inaccuracies or misleading information in your profile, we reserve the right to discontinue your account access and deny any subsequent requests for our services.

Acceptable Use Limitations

To ensure a secure and responsible environment for all users, the use of WhaTalker Services is subject to the following restrictions. In addition to complying with all terms outlined in this agreement, you agree not to:

1. Share, resell, sublicense, or otherwise distribute access to the Services to any third party without prior written consent.
2. Build or offer products or services derived from WhaTalker’s platform without explicit authorization.
3. Allow a single user license to be used by multiple individuals, except through official reassignment.
4. Disassemble, decompile, reverse engineer, or otherwise attempt to derive source code, unless explicitly permitted by applicable law.
5. Access third-party websites via the Services without first agreeing to their terms and conditions.
6. Publish, promote, or link to third-party content, trademarks, or branding without their written permission.
7. Attempt unauthorized access to any part of the platform, including servers, systems, or networks related to the Services.
8. Use the Services in ways that may overload, damage, or impair WhaTalker infrastructure or interfere with other users.
9. Upload or transmit any files, code, or scripts that contain viruses, malware, or any harmful software components.
10. Disrupt or compromise the integrity, performance, or security of the Services or any associated data.
11. Impersonate another person or entity, or mislead others about the origin of any communication or content.
12. Host, transmit, or share any data you are not legally authorized to use, including confidential or personal information of others without proper consent.
13. Distribute false or misleading content with the intention to deceive, harass, or cause harm—whether financial or reputational—to any individual or organization.
14. Violate any local, national, or international law while using the Services.
15. Use the platform to monitor, test, or benchmark WhaTalker for competitive analysis.
16. Alter, remove, or obscure any legal notices, proprietary marks, or disclaimers included within the Services.

Failure to comply with these acceptable use limitations may result in suspension or termination of access, and could lead to legal consequences. WhaTalker reserves the right to take appropriate action if any misuse is identified.

Prohibited Conduct and Third-Party Integrations

Misuse and Unlawful Behavior

By using WhaTalker’s Services, you acknowledge that you are fully responsible for any content or communication transmitted through your account. Under no circumstances may you use our Services to engage in unlawful activities or to distribute content that is offensive, harmful, threatening, defamatory, discriminatory, sexually explicit, invasive of privacy, or in violation of any legal or intellectual property rights.

Additionally, WhaTalker strictly prohibits the use of its platform to send unsolicited communications, such as spam, bulk messaging, phishing attempts, or chain emails. If there is reasonable evidence of misuse, your access may be suspended or terminated immediately without prior notice.

Use of Third-Party Tools

WhaTalker integrates with various external platforms and services (“Third-Party Applications”) to enhance your experience. Accessing these tools may require you to review and accept their respective terms of use and privacy policies (“Third-Party Terms”). It is your responsibility to understand these terms before using any third-party solution.

While WhaTalker aims to maintain reliable integrations, we are not responsible for the performance, availability, or policies of any third-party provider. We reserve the right to disable, restrict, or remove access to any third-party application from our Services at any time, without prior notice, and without liability for any resulting data loss, service interruption, or business impact.

Subscription Billing, Renewals, and Taxes

WhaTalker offers its Services through subscription plans with varying billing cycles. Depending on the plan you select, payment must be made through an accepted credit card, especially for monthly or shorter-term plans. Unless you cancel or switch to a free tier before the end of your current term, your subscription will renew automatically. The renewal charge will be applied to the most recently used credit card on file. If you prefer to use a different card, you may update your payment method at any time before the renewal date.

To avoid automatic renewal, you must notify us at least seven (7) days before your current billing period ends. If we do not receive a cancellation request and you have not downgraded your account, you authorize WhaTalker to process the renewal fee using the payment details we have on record. For more information regarding cancellations and eligibility for refunds, please refer to our Refund Policy.

WhaTalker reserves the right to revise pricing or introduce charges for services that may have previously been free. However, no new fees will take effect until your existing billing cycle concludes. You will never be billed for a paid plan unless you have actively chosen to subscribe to one.

Tax Compliance – U.S. (Delaware) and International Regulations

WhaTalker complies with applicable tax laws both within the United States—including the State of Delaware—and internationally. Depending on your billing address and local regulations, we may be required to collect taxes such as U.S. sales tax, or international equivalents like VAT, GST, or other government-imposed charges (“Applicable Taxes”). These taxes will be clearly itemized on your invoice.

For customers located within the U.S., applicable state and federal taxes—including Delaware sales tax where required—will be added to your subscription charges as mandated by law. For international customers, taxes will be applied in accordance with the laws of the jurisdiction in which you reside or operate.

By subscribing to our Services, you agree to pay any such Applicable Taxes in addition to the standard subscription fees. WhaTalker will issue tax-compliant invoices that reflect the relevant legal and jurisdictional requirements, allowing you to claim any available tax credits or exemptions, where applicable. It is your responsibility to consult with your tax advisor to determine your eligibility for such credits or to comply with local tax obligations.

🛡️ Delegation of Administrative Authority and Organizational Account Management

When registering a WhaTalker account on behalf of an organization—whether a company, institution, or team—you have the option to designate one or more individuals as account administrators. These individuals are entrusted with elevated permissions that allow them to manage users, configure system settings, and oversee how the organization utilizes the platform. If a third party creates or manages the account on your behalf, it is likely that such party will hold administrative rights. In these instances, it is essential that your organization establish a formal agreement that clearly defines the administrator’s responsibilities, authority, and limitations.

As the primary account holder, your organization accepts full responsibility for:

• Protecting the confidentiality and integrity of all administrative login credentials.
• Selecting competent, trustworthy individuals to act as administrators.
• Ensuring compliance with all applicable WhaTalker terms, conditions, and acceptable use policies.

WhaTalker does not mediate or assume liability for internal administrative decisions, disputes between users, or organizational mismanagement within your account.

To safeguard against the risk of losing administrative access, we strongly encourage the implementation of a secure, documented recovery protocol. Should administrative control be lost without such a protocol in place, WhaTalker reserves the right to grant account access to an individual who presents sufficient documentation proving legitimate authority to act on behalf of the organization. By continuing to use WhaTalker’s services, your organization acknowledges and accepts that any such decision made by WhaTalker in good faith is final and not subject to dispute.

🔐 Privacy, Personal Data, and Communication Preferences

Your privacy is important to us. Any personal data you submit while using WhaTalker services is collected, stored, and managed in accordance with our Privacy Policy. By accessing or using our platform, you confirm that you’ve read and accepted the terms outlined in that policy.

As a user, you are solely responsible for keeping your account credentials—including your username, password, and any other sensitive details—confidential. You are also accountable for all activity that takes place under your account, whether authorized by you or not. If you suspect unauthorized access or any security breach, please notify us immediately by emailing security@whatalker.com.

WhaTalker is not liable for any loss, damage, or unauthorized transactions resulting from compromised account access unless it is proven to be due to our own system failure.

📬 Official Communications

By using WhaTalker, you agree to receive essential service-related communications, which may include:

• System alerts and security updates
• Administrative or account-related notifications
• Service announcements and changes to policies

These communications are integral to the operation of your account and cannot be disabled. However, we respect your right to limit promotional messaging. You may choose to unsubscribe from marketing communications, such as newsletters, at any time using the unsubscribe link included in those emails.

We are committed to ensuring transparency in how we interact with you—and giving you control over your communication preferences wherever possible.

📨 Complaint Handling & Inactive Account Policy

⚖️ Handling of User Complaints

WhaTalker is committed to maintaining a safe and respectful environment for all users. If we receive a formal complaint regarding your use of the platform or any activity tied to your account, we will forward the complaint to the primary email address registered on your user profile.

You will be expected to respond directly to the complainant within 10 calendar days from the date of the forwarded message, and include WhaTalker (via copy) in the response. If no response is received within that timeframe, you authorize WhaTalker to disclose your name and contact information to the complainant in order to allow them to pursue further legal action, if necessary.

Failure to respond within this period will be interpreted as implicit consent for such disclosure. We encourage you to address any issues in a timely and professional manner to avoid escalation.

💤 Inactive Account and Data Retention Policy

To optimize performance and system integrity, WhaTalker reserves the right to deactivate and permanently delete unpaid user accounts that have remained inactive for a continuous period of 120 days, unless otherwise stated in our Payment Policy.

Prior to any account termination, users will receive advance notice and be given the opportunity to back up or export their data. If no action is taken within the given time, all associated data will be permanently and irreversibly deleted.

Please note:

• This policy applies individually to each service offered by WhaTalker.
  • Activity in one service does not affect the inactivity status of other unrelated services.
  • For multi-user accounts, the account will be considered active as long as at least one user remains active.

We encourage users to log in periodically to preserve access and protect their information.

🔐 Data Control & Hosting Location Policy

📁 Ownership and Rights Over Your Data

WhaTalker recognizes that the content you create and store within our platform belongs to you. All messages, configurations, campaigns, media, and any other information saved in your user account remains your exclusive property.

Unless you provide explicit permission, using our services does not grant WhaTalker any right to use, reproduce, modify, adapt, publish, or distribute your content for commercial, promotional, or marketing purposes.

However, by using our platform, you grant WhaTalker a limited license to access, copy, transmit, store, reformat, or display your data, but only to the extent required for:

• Delivering and maintaining the services you’ve subscribed to
• Resolving technical issues or support requests
• Ensuring data continuity and system performance

WhaTalker does not claim ownership over your data and will never use it for any purpose outside the scope of providing our services.

🌐 Data Hosting and Geographic Location

At WhaTalker, we prioritize transparency in how and where your data is stored. Currently, our infrastructure operates using carefully selected data centers through two trusted providers:

• InMotion Hosting, a U.S.-based company utilizing the East Coast data center located in the Washington, D.C. area.
• Contabo, a German hosting provider, with infrastructure explicitly configured in the Louis, Missouri (USA) data center.

Unlike automated geo-assignment systems, WhaTalker does not assign cloud regions based on IP address detection at sign-up. Instead, we have manually chosen these locations to ensure high reliability, international reach, and strong privacy standards for all users, regardless of geographic origin.

Please note the following:

• Your data may be stored in either or both of these U.S.-based facilities depending on your usage and service configuration.
• If WhaTalker expands to include regional data centers in the future, we may offer or request voluntary migration to facilities better aligned with your jurisdiction or regulatory needs.
• Any such change will be communicated with clarity, and we will always prioritize compliance, service performance, and data security.

At this time, no automatic reassignment or IP-based location mapping is applied. If this model evolves, users will be informed and given appropriate options in accordance with our policies.

📝 USER CONTENT RESPONSIBILITY & PUBLICATION TERMS

WhaTalker allows individuals to share and publish their own original content through the platform. While we support open expression and creativity, each user is entirely responsible for the content they upload, share, or make accessible to others, as well as for any consequences resulting from such actions.

Key Guidelines for Content Publication:

• Public Visibility: Any content you choose to make public on WhaTalker may be accessible on external websites and indexed by search engines.
• Privacy Awareness: You are solely responsible for ensuring that you do not publish private, confidential, or sensitive information unintentionally.
• Third-Party Material: Content published by other users is provided “as is” for personal and informational purposes only. You may not copy, distribute, commercialize, or otherwise use such content without the prior written consent of the original rights holder.

Protection of Rights and Legal Assurance:

• If you encounter content containing copyright statements, watermarks, or technical protection measures, you may not remove, bypass, or disable those mechanisms.
• By uploading any material, you confirm that you have the legal rights, licenses, or necessary permissions to publish it in that form.

Disputes and Platform Actions:

If WhaTalker receives a valid complaint regarding the use of copyrighted or unlawful content, we may restrict access to or remove the reported material while the matter is investigated.
WhaTalker, or a designated agent, retains the right to assess whether content violates any legal or intellectual property rights.

To report an issue or challenge a removal, please refer to our Content & IPR Guidelines for the appropriate procedures.

🧪 Demo Files, Trial Features, and Trademark Usage

🔍 Sample Resources Provided by WhaTalker

WhaTalker may offer sample files, demo content, or test applications intended solely to help users understand how to navigate and apply the platform’s functionalities in different contexts.

Please note:

• These materials contain randomized or fictional data for illustrative purposes only.
• WhaTalker does not guarantee the accuracy, completeness, or fitness for any real-world application of this demo content.
• Users should not rely on sample files for production use or make decisions based on any information contained within them.

All sample resources are provided “as is,” with no warranties, express or implied.

® Use of WhaTalker Brand and Trademarks

“WhaTalker”, the WhaTalker logo, and the names and icons of individual services offered on the platform are registered trademarks or proprietary brand elements of WhaTalker Inc.

By using the platform, you agree to the following:

• You will not use, reproduce, or publicly display WhaTalker’s trademarks without obtaining prior written authorization.
• This includes usage in websites, applications, marketing materials, or any form of public communication.
• Any unauthorized use of our branding may result in legal action and/or account restrictions.

To request permission for trademark use or co-branding opportunities, please contact legal@whatalker.com.

🔒 Service Use Terms, Risk Acknowledgment & User Responsibilities

 1. Platform Use at Your Own Risk

When you access and use WhaTalker, you agree to do so under your own responsibility and discretion. All features and functionalities are made available “as-is” and subject to availability, without any guarantee regarding performance or reliability.

WhaTalker offers no expressed or implied promises, including but not limited to warranties of fitness for a particular purpose, merchantability, or guaranteed uptime.

We cannot guarantee that:

• The platform will function continuously or without technical disruptions.
• The service will be secure or free of errors, bugs, or malware.
• Files or content downloaded through WhaTalker will be completely safe or error-free.

Any file or material you access or download is done at your own risk, and you assume full responsibility for any harm to your device or data that may result.

Unless explicitly confirmed in writing, no verbal or written statements from WhaTalker’s team, representatives, or affiliates will be considered binding or form any kind of warranty.

2. Scope of Liability

You agree that WhaTalker will not be held responsible for any type of loss or damage resulting from your access to or inability to access our services. This includes but is not limited to:

• Business disruptions or missed commercial opportunities
• Technical malfunctions or data loss
• Device damage caused by use of the service
• Indirect, special, incidental, or punitive damages of any kind

Even if WhaTalker has been notified of the potential for such damage, this limitation still applies. In all cases, the total financial liability of WhaTalker will not exceed the greater of:

• The total amount you’ve paid in the 12 months prior to the issue; or
• USD $999.99

3. User Responsibility for Legal Claims

You agree to compensate and protect WhaTalker, including its staff, leadership, affiliated entities, and service partners, from any liability, loss, or expense (including legal fees) that may arise due to:

• Your actions on the platform that violate laws or infringe third-party rights
• Breaches of this policy or other agreements made with WhaTalker
• Content you publish or share that causes legal disputes or claims

This obligation does not apply if your use of the platform is specifically permitted in writing by WhaTalker.

⚖️ Governing Law and Dispute Resolution

All matters related to the interpretation, enforcement, or breach of this policy—or of any agreement entered into with WhaTalker—shall be governed exclusively by the laws of the State of Delaware, United States, without regard to its conflict of law principles.

In the event of any dispute, controversy, or legal action arising from or related to the use of WhaTalker’s services, the parties irrevocably agree to submit to the exclusive jurisdiction of the following courts located in Delaware:

• Primarily, the Delaware Court of Chancery, which has exclusive jurisdiction over corporate and equity-related matters;
• If that court lacks subject matter jurisdiction, the dispute shall be resolved by the Superior Court of New Castle County, Delaware;
• If the matter falls under federal jurisdiction, it shall be brought before the United States District Court for the District of Delaware.

However, if WhaTalker establishes a registered branch or other legal entity in the user’s country of residence, or enters into a partnership with a local company through a commercial, representation, or distribution agreement, this does not automatically imply that the digital services are deemed to be provided locally, as the platform operates through cloud-based infrastructure and the services remain managed directly by WhaTalker’s parent company, incorporated in the United States.

Any associated company, representative, or local commercial partner shall act solely as an authorized facilitator, and not as a direct contractual provider of the services, unless there is a formal agreement entered into directly between the user and the local company, expressly stating that the legal relationship shall be governed by the laws and jurisdiction of that country.

In the absence of such a specific agreement, any dispute related to the use of the platform and its services shall continue to be governed by the laws of the State of Delaware, United States, and shall be resolved exclusively by the competent courts of that State, including, as applicable, the Delaware Court of Chancery, the Superior Court of New Castle County, or the United States District Court for the District of Delaware.

By accessing or using WhaTalker’s services, the user expressly waives any objection regarding jurisdiction, venue, or forum non conveniens, and acknowledges that Delaware constitutes the principal and default forum for the resolution of legal disputes, unless otherwise required by a binding legal provision.

⛔ Account Access Controls and Termination Policy

WhaTalker reserves the right to suspend or permanently disable a user account under the following circumstances:

• If there is reasonable suspicion of unlawful behavior, fraud, or unauthorized use of the platform;
• In cases of prolonged inactivity over a significant period of time;
• Upon receipt of a valid request or directive from a court of law, governmental authority, or regulatory body.

In such cases, the user will be notified of the action, and may submit an appeal or clarification request to legal@whatalker.com within thirty (30) calendar days from the date of notification. If no appeal is received within this period, WhaTalker reserves the right to proceed with permanent account termination.

WhaTalker also retains the right to revoke access to its services, including beta or test environments, in any of the following scenarios:

• If technical or operational disruptions occur;
• If the service or specific features are discontinued;
• If the user is found to be in breach of the applicable Terms of Use or related policies.

Users may request voluntary closure of their account at any time by submitting a formal request. In cases where WhaTalker materially breaches its contractual obligations, the user reserves the right to terminate their account and, where applicable, request a pro-rata refund of any prepaid, unused service fees.

Upon account termination, the following actions shall take effect:

• All access privileges to the platform will be revoked;
• User login credentials, including email and password, will be permanently deleted;
• All data and content stored within the account will be irreversibly removed from WhaTalker’s systems, subject to applicable data retention and compliance obligations.

📘 Revisions to Legal Terms and Contractual Framework

WhaTalker reserves the right to amend, update, or replace the terms governing its services, including but not limited to terms of use, privacy policies, service-level commitments, and any related legal documentation. Such revisions may be made to reflect regulatory changes, improvements to the platform, or operational adjustments deemed necessary for compliance, security, or service enhancement.

Whenever material changes are introduced—particularly those that may affect the user’s legal position, obligations, or access rights—WhaTalker will provide formal written notice to the user with reasonable advance warning. This notice may be issued via official communication channels, including the platform itself or the email address registered to the user’s account. In such cases, a minimum of thirty (30) calendar days’ notice will be given before the changes take legal effect.

If a user determines that the revised terms impose substantial adverse effects on their continued use of the service, they may notify WhaTalker of their decision to terminate their account or subscription prior to the effective date of the changes. Subject to eligibility and verification, users in this situation may request a proportional refund of prepaid fees corresponding to any unused service period, provided no policy violations have occurred.

Failure to discontinue use of the platform before the effective date of the revised terms shall be interpreted as formal acceptance of the new terms in their entirety.

📬 Legal Inquiries and Policy Clarification

For any questions related to modifications of service terms, interpretation of contractual clauses, or the exercise of your legal rights as a user, you may contact WhaTalker’s legal department.

We encourage you to reach out in writing to ensure proper documentation and processing of your inquiry. Our legal team will review and respond to requests in a timely and confidential manner in accordance with applicable laws and internal compliance protocols.

Official Contact for Legal Matters:

Email: legal@whatalker.com
Subject Line Recommendation: “Policy Clarification Request – [Your Account Email]”

Response Timeframe: Within 10 business days of receipt (unless otherwise specified by law or case complexity)