1. The agreement
These Terms of Service (the "Terms") are a binding agreement between Whispor LLC, a Delaware limited liability company ("Whispor", "we", "us"), and you, whether you are a website visitor, a named user of the Whispor platform, or the organization that has contracted with us ("Customer").
If you have signed an order form, master services agreement, or pilot agreement with us, that document is the primary agreement and controls over these Terms wherever they conflict.
We serve customers in the United States, the United Kingdom and the European Union. Where Customer or its users are in the UK or EU, Whispor processes personal data in accordance with the GDPR and UK GDPR (see our Privacy policy), and the parties will enter into Whispor's Data Processing Addendum, incorporating the EU Standard Contractual Clauses and the UK International Data Transfer Agreement where applicable, at Customer's request.
2. Access & accounts
Eligibility
You must be at least 18 years old and have authority to enter into these Terms on behalf of the organization you represent. Whispor is a business tool; it's not intended for consumer use.
Account security
Customer is responsible for (a) authorizing named users, (b) keeping credentials secure, (c) deactivating users who leave, and (d) any activity under those accounts. Tell us immediately if you suspect unauthorized use.
3. Acceptable use
You agree not to:
- Use Whispor to violate law, contract, or anyone's rights;
- Upload malware, attempt to break authentication, or probe the platform without written permission;
- Reverse-engineer, scrape, or resell the platform;
- Use Whispor to send spam, deceive counterparties, or impersonate third parties;
- Upload personal data of individuals to whom you don't have a lawful basis to process (see our Privacy policy);
- Use Whispor output to make fully automated decisions with significant legal effects on individuals (Whispor is a decision-support tool for trained buyers).
4. Customer data
"Customer data" means spend files, supplier lists, negotiation transcripts, contracts, and any other content Customer or its users upload to the platform. As between the parties, Customer owns its data. Customer grants Whispor a limited license to host, process and display that data as needed to operate the platform, generate outputs, and provide support, and for the limited analytics described in the Privacy policy.
We do not use Customer data to train models that are then deployed for other customers. Any model improvements we make from Customer data stay inside that Customer's tenant unless we agree otherwise in writing.
5. AI-generated output
Whispor's Assisted and Autonomous Negotiation produce suggested tactics, draft emails, and analytical summaries. These outputs are probabilistic: they may contain factual errors, awkward phrasing, or advice that's wrong for your situation. A qualified human must review every output before it's sent to a supplier, shared with stakeholders, or used to make a commercial decision.
You're responsible for the final content you send from your Whispor environment, exactly as you would be for an email drafted by a junior colleague.
6. Fees, pilots and renewals
Commercial terms, fees, scope, pilot length, renewal terms, payment schedule, live in the order form. A few general rules:
- Pilots are scoped to one or two categories over four weeks. The fee is flat and capped. If the pilot doesn't produce measurable value (measured against the baseline we agreed upfront), we refund the fee. Pilots can be terminated for convenience with 7 days' notice.
- Subscriptions are invoiced annually in advance unless the order form says otherwise. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).
- Taxes are Customer's responsibility, except taxes on Whispor's net income.
- Renewals are not automatic unless the order form explicitly says so. We'll reach out 60 days before the end of the term.
7. Confidentiality
Each party will protect the other's confidential information with the same care it uses for its own (and at least reasonable care), use it only for the purpose of this agreement, and not disclose it except to employees, advisers and sub-processors bound by similar duties. This clause survives termination for 3 years.
8. Intellectual property
Whispor owns the platform, our branding, documentation, and any generic improvements we make to the product. Customer owns its Customer data and its own business outputs. Feedback you give us (bug reports, feature ideas) can be freely incorporated into the product.
9. Warranties & disclaimer
We warrant that the platform will materially conform to the documentation during the term. If it doesn't, we'll fix it or, if we can't, refund the pro-rata fees for the affected period. That's the exclusive remedy for breach of this warranty.
Except for the express warranty above, Whispor provides the platform "as is". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
10. Limitation of liability
Neither party is liable for indirect, consequential, incidental, special, punitive, or exemplary damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility. Each party's total aggregate liability under this agreement is capped at the fees paid by Customer in the 12 months preceding the claim.
Nothing in these Terms limits liability for (a) fraud, (b) death or personal injury caused by negligence, (c) confidentiality breach, or (d) anything else that cannot be limited by law.
11. Suspension & termination
Either party may terminate for material breach on 30 days' written notice if the breach isn't cured. We may suspend access immediately if we reasonably believe there's a security risk or illegal activity, and we'll restore access as soon as the risk is resolved.
On termination, Customer can export its data for 30 days. After that, we delete Customer data within 60 days, except where we're required to retain it.
12. Governing law & venue
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The UN Convention on Contracts for the International Sale of Goods does not apply.
Nothing in this clause limits the statutory rights of consumers or, where applicable, of data subjects under the GDPR or UK GDPR. Those rights remain enforceable in the data subject's country of residence regardless of this choice of law.
13. Changes
We may update these Terms as the business evolves. Material changes will be announced via the product and by email to account administrators at least 14 days before they take effect. Historical versions are kept on request.
14. Contact
All notices, legal or otherwise, go to hello@whispor.com. A human opens it.
Whispor LLC, Delaware, United States.