Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "Customer," "you," or "your") and Whempify Marketing, LLC, a Florida limited liability company ("Whempify," "Company," "we," "us," or "our").

By accessing, browsing, registering for, subscribing to, or otherwise using the Whempify platform, website, applications, dashboards, reports, APIs, software, analytics, recommendations, scoring systems, forecasts, heat maps, and related services (collectively, the "Services"), you agree to be bound by these Terms.

If you do not agree to these Terms, you may not access or use the Services.

The Services are intended solely for lawful business use by businesses operating within the United States.

By using the Services, you represent and warrant that:

• You are at least eighteen (18) years of age.
• You have authority to bind the business you represent.
• You operate a lawful business within the United States.
• You will use the Services only for lawful purposes.
• You are not located outside the United States and are not using the Services on behalf of a non-U.S. business.

Whempify reserves the right to suspend or terminate any account that violates these eligibility requirements.

The Services are intended solely for businesses operating within the United States.

Customer represents, warrants, and covenants that:

• Customer is a business operating within the United States.
• Customer is not located outside the United States.
• Customer is not accessing or using the Services on behalf of any non-U.S. business, foreign entity, foreign organization, foreign government, or foreign individual.
• Customer will not permit any person or entity located outside the United States to access or use the Services through Customer's account.
• Customer will not export, re-export, transfer, disclose, sublicense, provide access to, or otherwise make available the Services outside the United States without Whempify's prior written consent.
• Neither Customer nor any person or entity acting on Customer's behalf appears on any sanctions, restricted-party, denied-party, blocked-person, terrorist, or prohibited-user list maintained by the United States government.
• Customer will comply with all applicable U.S. export control laws, sanctions laws, trade restrictions, and national security regulations.

Whempify reserves the right to immediately suspend, restrict, terminate, or refuse access to any account that Whempify reasonably believes is being accessed, controlled, operated, or used outside the United States or in violation of this Section.

Customer shall defend, indemnify, and hold harmless Whempify from and against any claims, fines, penalties, investigations, liabilities, damages, costs, or expenses arising from Customer's violation of this Section.

For purposes of these Terms, the following definitions shall apply:

"Services" means the Whempify platform, website, software, applications, dashboards, reports, analytics, APIs, scoring systems, forecasts, heat maps, artificial intelligence tools, predictive models, business intelligence systems, and all related products, services, content, functionality, and features provided by Whempify.

"Customer" means any individual, business, organization, entity, user, subscriber, account holder, representative, employee, contractor, agent, or other person accessing or using the Services.

"Customer Data" means any information, content, records, files, materials, data, submissions, uploads, communications, documents, or other information provided, uploaded, transmitted, stored, submitted, entered, or made available by Customer through the Services.

"CRM Data" means customer relationship management information, lead information, customer records, prospect records, contact information, business records, sales information, marketing information, and any related data uploaded or processed through the Services.

"Feedback" means any suggestion, recommendation, enhancement request, idea, comment, correction, proposal, feature request, evaluation, or other feedback relating to the Services.

"Beta Features" means any experimental, developmental, pre-release, trial, pilot, testing, evaluation, or beta functionality, feature, service, tool, integration, report, or capability made available by Whempify.

"Whempify Analytics" means all scores, rankings, forecasts, reports, heat maps, predictive outputs, recommendations, analyses, benchmarking information, derived analytics, statistical outputs, and proprietary business intelligence generated by or through the Services.

"Confidential Information" means all non-public information relating to Whempify, including trade secrets, algorithms, methodologies, predictive models, scoring systems, software architecture, source code, technical information, business methods, product plans, research and development materials, analytics systems, and other proprietary information.

"Artificial Intelligence Systems" means machine learning models, predictive analytics tools, automated decision-support systems, forecasting technologies, large language models, statistical models, and related technologies used by the Services.

"Third-Party Data Sources" means any governmental, public, commercial, private, licensed, purchased, syndicated, artificial intelligence, weather, mapping, demographic, census, or other external data source utilized by the Services.

The terms "Whempify," "Company," "we," "us," and "our" refer to Whempify Marketing, LLC and its affiliates, successors, assigns, licensors, service providers, contractors, and authorized representatives.

The terms "Customer," "User," "you," and "your" refer to the individual or entity accessing or using the Services.

The singular includes the plural and the plural includes the singular whenever the context requires.

Whempify provides market analysis, predictive scoring, business recommendations, weather-based analysis, demographic analysis, competition analysis, territory analysis, forecasting tools, proprietary scoring methodologies, and related business intelligence tools.

The Services may utilize:

• Publicly available data
• Government data sources
• Weather data
• Demographic data
• Competition data
• Customer-uploaded information
• Proprietary algorithms
• Machine learning systems
• Artificial intelligence systems
• Statistical modeling
• Internal analytics

The Services are intended solely as informational tools.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• Whempify does not guarantee leads.
• Whempify does not guarantee sales.
• Whempify does not guarantee revenue.
• Whempify does not guarantee profitability.
• Whempify does not guarantee business growth.
• Whempify does not guarantee customer acquisition.
• Whempify does not guarantee the accuracy of predictions.
• Whempify does not guarantee the accuracy of forecasts.
• Whempify does not guarantee that recommendations will produce any specific result.

All information, recommendations, forecasts, scores, rankings, heat maps, predictions, analyses, and suggested actions are provided solely for informational purposes.

You remain solely responsible for all business decisions, marketing decisions, financial decisions, advertising decisions, staffing decisions, operational decisions, territory selections, customer acquisition strategies, and strategic decisions.

Customer acknowledges that Whempify does not operate, manage, supervise, or control Customer's business.

Customer is solely responsible for:

• Marketing decisions
• Sales decisions
• Hiring decisions
• Advertising expenditures
• Territory selection
• Lead purchases
• Customer acquisition efforts
• Compliance with all applicable laws and regulations
• Business operations

Customer assumes all risks associated with decisions made based upon information provided through the Services.

You are responsible for:

• Maintaining account security
• Maintaining confidentiality of login credentials
• Restricting access to your account
• All activity occurring under your account

You agree to provide accurate information and promptly update any changes.

Certain Services require payment.

Payments are processed through Stripe or other authorized payment processors.

By providing payment information, you authorize Whempify to charge all applicable fees associated with your subscription and use of the Services.

Fees are non-refundable except where required by law.

Subscriptions automatically renew for successive billing periods unless canceled in accordance with these Terms.

If any charge is declined, reversed, disputed, refunded, charged back, or otherwise unpaid, Whempify may immediately suspend or terminate access to the Services until all outstanding balances are paid in full.

Whempify may offer a ninety (90) day free trial of certain Services.

BY REGISTERING FOR A FREE TRIAL, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, UNLESS CUSTOMER CANCELS IN ACCORDANCE WITH THESE TERMS PRIOR TO THE EXPIRATION OF THE FREE TRIAL PERIOD, CUSTOMER'S PAID SUBSCRIPTION SHALL AUTOMATICALLY COMMENCE AND CUSTOMER SHALL BE RESPONSIBLE FOR ALL APPLICABLE SUBSCRIPTION FEES.

Customer is solely responsible for monitoring the expiration date of the free trial and for timely cancellation if Customer does not wish to continue with a paid subscription.

Failure to cancel before expiration of the free trial shall constitute Customer's authorization for Whempify to begin billing the applicable subscription fees using the payment method on file.

CUSTOMER ACKNOWLEDGES AND AGREES THAT FAILURE TO CANCEL THE FREE TRIAL, FAILURE TO REVIEW THESE TERMS, FAILURE TO READ BILLING DISCLOSURES, FAILURE TO MONITOR THE ACCOUNT, FORGETFULNESS, OVERSIGHT, OR LACK OF USE OF THE SERVICES SHALL NOT ENTITLE CUSTOMER TO ANY REFUND, CREDIT, CHARGEBACK, REVERSAL, REIMBURSEMENT, PRORATED REFUND, OR OTHER COMPENSATION.

ALL SUBSCRIPTION FEES BECOME FULLY EARNED UPON BILLING AND ARE NON-REFUNDABLE EXCEPT WHERE REQUIRED BY APPLICABLE LAW.

Customer is responsible for maintaining accurate billing information and ensuring that authorized payment methods remain valid and available for payment.

Whempify reserves the right to modify, suspend, discontinue, extend, shorten, restrict, or terminate any free trial offer at any time and for any reason without liability. Customer expressly authorizes Whempify to store and charge Customer's designated payment method for all subscription fees incurred following expiration of the free trial period.

Customers may cancel at any time by providing at least thirty (30) days advance written notice to Help@WhempifyMarketing.com.

Cancellation shall become effective at the conclusion of the thirty-day notice period.

Subscription fees remain due and payable during the notice period.

No refunds, prorated credits, or partial reimbursements shall be issued except where required by applicable law.

Customer retains ownership of Customer Data uploaded to the Services.

Customer grants Whempify a non-exclusive, royalty-free license during the term of the Services to host, store, process, analyze, transmit, and otherwise use Customer Data solely as necessary to provide, improve, maintain, secure, and develop the Services.

Whempify may create aggregated, anonymized, and de-identified data derived from Customer Data, provided such data does not identify Customer or any individual person.

Customer represents and warrants that it possesses all necessary rights and permissions to upload Customer Data to the Services.

Customer acknowledges that Whempify may maintain backups, archives, logs, system records, audit trails, disaster recovery copies, security records, and other retained information in the ordinary course of business.

Following account termination, cancellation, expiration, suspension, or deletion of Customer Data, Whempify may retain certain Customer Data, CRM Data, metadata, logs, backups, archives, and related records for a commercially reasonable period as necessary for:

• Security purposes
• Fraud prevention
• Regulatory compliance
• Legal compliance
• Audit requirements
• Dispute resolution
• Enforcement of these Terms
• Business continuity
• Disaster recovery
• System restoration
• Internal recordkeeping

Customer acknowledges that deletion of Customer Data from active systems may not immediately remove such information from backup systems, archived systems, disaster recovery environments, or retained records.

Whempify shall have no obligation to restore, recover, provide, export, retrieve, or maintain Customer Data following termination of the Services unless otherwise required by applicable law or a separate written agreement.

Nothing contained herein shall require Whempify to delete information where retention is permitted or required by applicable law.

Notwithstanding any ownership rights in Customer Data, Whempify shall exclusively own all right, title, and interest in:

• Proprietary algorithms
• Scoring systems
• Models
• Forecasting systems
• Heat maps
• Statistical outputs
• Benchmarking data
• Trend data
• Aggregated data
• De-identified data
• Derived analytics
• Predictive methodologies
• Software improvements
• Intellectual property created through operation of the Services

Users acquire no ownership interest in any such materials.

Customer acknowledges that data used by the Services may originate from third-party sources, public databases, government agencies, weather services, artificial intelligence systems, machine learning systems, user-provided information, and other sources outside Whempify's control.

Whempify does not warrant the completeness, accuracy, timeliness, reliability, availability, or suitability of any such data.

Customer acknowledges that data sources may change, become unavailable, contain errors, contain omissions, or otherwise produce inaccurate outputs.

Customer assumes all risks associated with reliance upon any information provided through the Services.

Customer acknowledges that the Services may utilize, rely upon, integrate with, process, analyze, display, or generate outputs derived from third-party data sources, public records, governmental data, weather services, demographic databases, census information, mapping services, artificial intelligence systems, machine learning systems, commercial data providers, and other external information sources.

Whempify does not own, control, supervise, validate, verify, audit, inspect, endorse, or guarantee the accuracy, completeness, reliability, timeliness, availability, legality, quality, or suitability of any third-party or government-provided data source.

Third-party data providers and government agencies may modify, discontinue, delay, restrict, remove, correct, replace, or otherwise alter information without notice.

Customer acknowledges that any output generated by the Services may be affected by inaccuracies, omissions, delays, interruptions, limitations, inconsistencies, or errors originating from third-party or government-provided data sources.

To the fullest extent permitted by law, Whempify shall have no liability arising from the availability, accuracy, completeness, reliability, timeliness, or performance of any third-party or government-provided data source or any output derived therefrom.

Customer assumes all risks associated with reliance upon information originating from external data providers.

Customer acknowledges that artificial intelligence, machine learning, predictive analytics, statistical modeling, and forecasting technologies may generate inaccurate, incomplete, outdated, inconsistent, or unexpected results.

All outputs generated by the Services are recommendations only and do not constitute legal, financial, accounting, investment, tax, marketing, engineering, or professional advice.

Customer agrees that all outputs should be independently evaluated before implementation.

Whempify shall not be liable for decisions made in reliance upon any AI-generated output, prediction, forecast, recommendation, ranking, score, heat map, report, or analysis.

The Services and all related content are protected by intellectual property laws.

All rights not expressly granted are reserved by Whempify.

Without limitation, Whempify owns all rights, title, and interest in:

• Software
• Source code
• Object code
• APIs
• User interfaces
• Databases
• Trade secrets
• Trademarks
• Service marks
• Logos
• Designs
• Documentation
• Proprietary methodologies
• Algorithms
• Scoring models
• Forecasting systems
• Analytics

Nothing in these Terms transfers ownership of any intellectual property to Customer.

Customer may voluntarily provide suggestions, ideas, enhancement requests, recommendations, corrections, comments, feedback, feature requests, or other information relating to the Services ("Feedback").

Customer hereby grants Whempify a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up right and license to use, reproduce, modify, distribute, commercialize, incorporate, disclose, create derivative works from, and otherwise exploit any Feedback for any lawful purpose without restriction, attribution, compensation, approval, or accounting to Customer.

Customer agrees that Feedback shall not be considered confidential or proprietary information of Customer.

Nothing in these Terms obligates Whempify to implement any Feedback.

Customer acknowledges and agrees that the Services contain valuable confidential, proprietary, and trade secret information belonging to Whempify.

Without limitation, Whempify's confidential and proprietary information includes:

• Proprietary algorithms
• Predictive models
• Scoring methodologies
• Forecasting systems
• Artificial intelligence systems
• Machine learning models
• Heat map methodologies
• Analytical frameworks
• Business intelligence methodologies
• Data processing techniques
• Benchmarking methodologies
• Software architecture
• Source code
• Object code
• Databases
• APIs
• Technical documentation
• Product roadmaps
• Research and development materials
• Non-public reports
• Non-public analytics
• Business methods
• Trade secrets
• Any non-public information relating to the design, operation, functionality, performance, development, or implementation of the Services

Customer shall not, directly or indirectly:

• Copy, disclose, publish, distribute, transmit, reproduce, or otherwise make available any confidential or proprietary information of Whempify to any third party.
• Use any confidential or proprietary information for the purpose of developing, assisting in the development of, improving, marketing, selling, licensing, operating, or supporting any competing product, service, platform, software application, analytics system, forecasting tool, artificial intelligence system, scoring platform, or business intelligence solution.
• Use the Services to discover, derive, recreate, infer, replicate, benchmark, train, model, test, validate, reverse engineer, or otherwise attempt to determine the underlying methodologies, logic, algorithms, models, calculations, weighting systems, formulas, decision-making processes, or proprietary techniques used by Whempify.

Customer acknowledges that unauthorized disclosure or misuse of Whempify's confidential information may cause substantial and irreparable harm for which monetary damages alone may be inadequate.

Accordingly, Whempify shall be entitled to seek injunctive relief, equitable relief, specific performance, temporary restraining orders, preliminary injunctions, permanent injunctions, damages, attorneys' fees, costs, and any other remedies available at law or in equity.

The obligations contained in this Section shall survive termination of the Services and remain in effect indefinitely with respect to trade secrets and for the maximum period permitted by applicable law with respect to other confidential information.

Users shall not:

• Reverse engineer the Services
• Decompile the Services
• Disassemble the Services
• Copy the Services
• Replicate the Services
• Scrape the Services
• Access the Services for competitive purposes
• Attempt to recreate Whempify's proprietary scoring systems
• Circumvent security measures
• Use automated tools without authorization
• Introduce malware or malicious code
• Interfere with operation of the Services
• Resell or sublicense access to the Services
• Use the Services in violation of law

Violation of this section may result in immediate suspension or termination.

Whempify does not guarantee uninterrupted, secure, error-free, or continuous availability of the Services.

The Services may be interrupted due to:

• Scheduled maintenance
• Emergency maintenance
• Software updates
• Hardware failures
• Cyber incidents
• Third-party service failures
• Internet disruptions
• Utility failures
• Force majeure events
• Other circumstances beyond Whempify's control

Customer acknowledges and agrees that temporary interruptions do not constitute a breach of these Terms.

Whempify reserves the right to refuse service, suspend accounts, restrict access, remove content, or terminate subscriptions at its sole discretion for any lawful reason.

Nothing in these Terms shall obligate Whempify to provide Services to any individual or business.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHEMPIFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE
• NON-INFRINGEMENT
• ACCURACY
• RELIABILITY
• PERFORMANCE
• SECURITY
• AVAILABILITY
• RESULTS

WHEMPIFY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF DEFECTS.

From time to time, Whempify may make available certain experimental, pre-release, trial, evaluation, developmental, pilot, or beta features, functionality, tools, integrations, reports, analytics, scoring systems, artificial intelligence features, or services (collectively, "Beta Features").

Beta Features are provided solely for evaluation and testing purposes and may contain bugs, errors, inaccuracies, defects, security vulnerabilities, interruptions, or other issues.

Whempify may modify, suspend, discontinue, restrict, remove, or replace any Beta Feature at any time, with or without notice, and without liability.

Customer acknowledges that Beta Features may not operate as intended and may generate inaccurate, incomplete, unreliable, or unexpected outputs.

To the fullest extent permitted by law, Beta Features are provided strictly "AS IS," "AS AVAILABLE," and without warranties of any kind, whether express, implied, statutory, or otherwise.

Customer assumes all risks arising from use of Beta Features.

Customer acknowledges and agrees that Whempify is a software provider and technology company that offers informational tools, predictive analytics, business intelligence, forecasting systems, scoring methodologies, recommendations, and related services.

Nothing contained within the Services, these Terms, or any communication from Whempify shall be construed as creating any fiduciary relationship, agency relationship, partnership, joint venture, employment relationship, advisory relationship, brokerage relationship, consulting relationship, or other special relationship between Whempify and Customer.

Whempify does not act as Customer's:

• Business consultant
• Marketing consultant
• Financial advisor
• Investment advisor
• Accountant
• Attorney
• Broker
• Agent
• Employee
• Partner
• Joint venturer
• Representative
• Fiduciary

Customer retains sole and exclusive responsibility for evaluating, verifying, and independently determining whether to rely upon any information, recommendation, forecast, score, analysis, prediction, ranking, heat map, alert, report, or output generated by the Services.

Customer acknowledges that all business decisions, financial decisions, marketing decisions, advertising expenditures, hiring decisions, operational decisions, territory selections, customer acquisition strategies, and strategic decisions are made solely at Customer's discretion and risk.

No information provided by Whempify shall be interpreted as a guarantee, warranty, promise, or assurance of any particular outcome, result, revenue level, profitability level, customer acquisition level, market performance, or business success.

Customer agrees that it will exercise independent business judgment at all times and will not rely exclusively upon any output generated by the Services when making business decisions.

To the fullest extent permitted by law, Whempify shall have no responsibility or liability arising from Customer's reliance upon any recommendation, forecast, prediction, score, ranking, analysis, report, or other output generated through the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

WHEMPIFY SHALL NOT BE LIABLE FOR:

• LOST PROFITS
• LOST REVENUE
• LOST BUSINESS OPPORTUNITIES
• LOST DATA
• BUSINESS INTERRUPTION
• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• CONSEQUENTIAL DAMAGES
• PUNITIVE DAMAGES

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY CLAIMS, OR OTHERWISE.

IN NO EVENT SHALL WHEMPIFY'S TOTAL LIABILITY EXCEED THE GREATER OF:

(A) ONE HUNDRED U.S. DOLLARS ($100.00), OR

(B) THE AMOUNT PAID BY CUSTOMER TO WHEMPIFY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Customer acknowledges that no software platform, network, database, hosting provider, cloud service, security program, or electronic transmission method can be guaranteed to be completely secure.

To the fullest extent permitted by law, Whempify shall not be liable for any unauthorized access, data breach, cybersecurity incident, ransomware attack, denial-of-service attack, hacking incident, malicious code event, data corruption, data loss, interception, disclosure, theft, alteration, destruction, or other security-related event affecting the Services, except to the extent liability cannot be excluded under applicable law.

Without limiting the foregoing, any liability arising from or relating to a cybersecurity incident, data breach, unauthorized access, or security event shall remain subject to all disclaimers, exclusions, and limitations of liability contained in these Terms, including the liability cap set forth in Section 20.

Customer acknowledges and agrees that the exclusive remedies available for any cybersecurity-related claim shall be limited to those expressly provided in these Terms.

You agree to defend, indemnify, and hold harmless Whempify, its owners, officers, managers, employees, contractors, affiliates, agents, successors, and assigns from and against any claims, demands, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising from:

• Your use of the Services
• Your uploaded data
• Your business activities
• Your violation of these Terms
• Your violation of applicable laws
• Claims brought by your customers, clients, vendors, or third parties

Whempify shall not be liable for any delay, interruption, or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, severe weather, utility failures, labor disputes, internet failures, cyberattacks, governmental actions, wars, terrorism, pandemics, epidemics, civil unrest, or failures of third-party providers.

Customer consents to receive communications electronically, including notices, invoices, disclosures, account updates, legal notices, service announcements, and marketing communications.

Electronic communications shall satisfy any legal requirement that such communications be in writing.

Customer is responsible for maintaining a valid email address on file with Whempify.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, Customer's use of the Services, Customer Data, billing disputes, subscription disputes, privacy disputes, intellectual property disputes, or any relationship between Customer and Whempify shall be resolved exclusively through binding arbitration.

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted before a single arbitrator.

The arbitration shall take place in the State of Florida.

The arbitration proceedings shall remain confidential to the fullest extent permitted by law.

The arbitrator shall have exclusive authority to resolve all disputes concerning the interpretation, enforceability, applicability, or formation of this arbitration provision.

Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

Each party shall bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator or required by applicable law.

Notwithstanding any provision of these Terms requiring arbitration, Customer acknowledges that unauthorized access to the Services, misuse of the Services, disclosure of confidential information, infringement of intellectual property rights, reverse engineering, circumvention of security measures, misappropriation of trade secrets, or competitive misuse of the Services may cause irreparable harm to Whempify for which monetary damages may be inadequate.

Accordingly, Whempify shall be entitled to seek temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, equitable relief, and any other available remedies in any court of competent jurisdiction without the requirement of posting bond or proving actual damages.

The pursuit of such equitable relief shall not waive Whempify's right to pursue arbitration or any other remedies available under these Terms.

You agree that all claims shall be brought solely in your individual capacity.

You waive any right to participate in any:

• Class action
• Collective action
• Representative action
• Mass arbitration
• Consolidated proceeding
• Private attorney general action

To the fullest extent permitted by law, disputes must be pursued individually.

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

Any court proceedings permitted under these Terms shall be brought exclusively within the State of Florida.

Whempify may suspend, restrict, terminate, or refuse access to the Services at any time, with or without notice, for:

• Violation of these Terms
• Non-payment
• Security concerns
• Suspected abuse
• Legal compliance
• Fraud prevention
• Protection of the Services
• Any other lawful reason

Upon termination, all rights granted to Customer shall immediately cease.

Sections intended by their nature to survive termination shall survive termination, including limitations of liability, indemnification obligations, arbitration provisions, ownership provisions, and payment obligations.

Customer acknowledges and agrees that Whempify reserves the right to suspend, restrict, or terminate access to the Services for any reason permitted under these Terms.

If Customer's account is suspended or terminated due to Customer's violation of these Terms, breach of applicable law, fraud, abuse, misuse of the Services, unauthorized access, chargebacks, payment disputes, security concerns, infringement of intellectual property rights, or any other misconduct, Customer shall not be entitled to any refund, credit, reimbursement, offset, prorated payment, or other compensation.

Any unpaid fees, charges, expenses, obligations, or amounts accrued prior to termination shall remain immediately due and payable.

Termination of Services shall not relieve Customer of any payment obligations incurred prior to the effective date of termination.

To the fullest extent permitted by law, Customer expressly waives any claim for refunds, credits, reimbursements, offsets, or compensation arising from termination resulting from Customer's conduct or violation of these Terms.

Whempify reserves the right to modify, amend, update, supplement, or replace these Terms at any time in its sole discretion.

Material changes may be communicated through the Services, by email, through account notifications, or by other reasonable means determined by Whempify.

Unless otherwise specified, revised Terms shall become effective upon the date posted.

Customer's continued access to or use of the Services following the effective date of any revised Terms constitutes Customer's acceptance of the revised Terms.

If Customer does not agree to the revised Terms, Customer's sole remedy is to discontinue use of the Services and cancel its subscription in accordance with these Terms.

Whempify respects the intellectual property rights of others and expects users of the Services to do the same.

Users may not upload, submit, distribute, store, transmit, or otherwise make available through the Services any content that infringes upon copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

If you believe content available through the Services infringes your copyright, you may submit a written notice containing:

• Identification of the copyrighted work claimed to have been infringed
• Identification of the allegedly infringing material
• Sufficient information to locate the material
• Your contact information
• A statement of good-faith belief that the use is unauthorized
• A statement under penalty of perjury that the information is accurate
• Your physical or electronic signature

Copyright notices should be sent to:

Help@WhempifyMarketing.com

Upon receipt of a valid infringement notice, Whempify may remove or disable access to allegedly infringing material and may terminate repeat infringers at its sole discretion.

Whempify reserves the right to remove content alleged to infringe intellectual property rights without prior notice and without liability.

Customer acknowledges that the Services may allow the upload, storage, processing, analysis, transmission, and use of customer relationship management ("CRM") information, lead information, customer records, prospect records, contact information, business records, and related data ("CRM Data").

Customer remains solely responsible for all CRM Data uploaded to the Services.

Customer represents and warrants that:

• Customer has all necessary rights, permissions, authorizations, and legal bases to collect, upload, process, and use CRM Data.
• CRM Data was collected in compliance with all applicable laws and regulations.
• Customer has obtained any required consents from individuals whose information is included within CRM Data.
• Customer will not upload data in violation of privacy laws, consumer protection laws, telemarketing laws, anti-spam laws, or data protection laws.

Customer acknowledges and agrees that Whempify acts solely as a software provider and does not determine the content, legality, accuracy, ownership, or intended use of CRM Data.

Whempify does not sell Customer CRM Data to third parties.

Whempify may process CRM Data solely for purposes of:

• Providing the Services
• Generating analytics
• Producing predictive scores
• Improving Service functionality
• Maintaining platform security
• Troubleshooting technical issues
• Developing new features
• Generating aggregated, anonymized, and de-identified data

Whempify shall implement commercially reasonable administrative, technical, and organizational safeguards designed to protect CRM Data from unauthorized access, disclosure, alteration, or destruction.

Customer acknowledges that no system, network, platform, or method of electronic transmission can be guaranteed to be completely secure.

Accordingly, Whempify does not warrant or guarantee absolute security.

In the event of a security incident affecting CRM Data, Whempify shall take commercially reasonable steps to investigate, mitigate, and respond to the incident in accordance with applicable law.

Customer agrees to defend, indemnify, and hold harmless Whempify from any claims, investigations, fines, penalties, liabilities, damages, or expenses arising from:

• Customer's collection of CRM Data
• Customer's use of CRM Data
• Customer's failure to obtain required consents
• Customer's violation of privacy laws
• Customer's violation of telemarketing laws
• Customer's violation of anti-spam laws
• Customer's violation of data protection laws
• Any dispute between Customer and its customers, leads, prospects, or contacts

Whempify shall have no liability for the accuracy, legality, ownership, quality, completeness, or lawfulness of CRM Data uploaded by Customer.

Customer acknowledges that the Services may be used in connection with marketing activities, customer outreach, lead management, customer relationship management, email communications, telephone communications, text messaging campaigns, advertising campaigns, and related business operations.

Customer is solely responsible for ensuring that all marketing, advertising, solicitation, communication, and lead-generation activities comply with all applicable federal, state, and local laws, regulations, and industry requirements.

Without limitation, Customer is solely responsible for compliance with:

• The Telephone Consumer Protection Act (TCPA)
• The CAN-SPAM Act
• The Telemarketing Sales Rule (TSR)
• Federal Communications Commission (FCC) regulations
• Federal Trade Commission (FTC) regulations
• State telemarketing laws
• State consumer protection laws
• State privacy laws
• Do Not Call (DNC) requirements
• Any applicable licensing requirements
• Any future laws governing electronic communications, artificial intelligence, or marketing practices

Customer represents and warrants that:

• Customer has obtained all necessary consents, permissions, authorizations, and opt-ins required by applicable law.
• Customer maintains records sufficient to demonstrate compliance with applicable laws.
• Customer will honor all opt-out requests, unsubscribe requests, revocations of consent, and Do Not Call requests as required by law.
• Customer will not use the Services for unlawful, deceptive, misleading, fraudulent, abusive, harassing, or unsolicited communications.

Whempify does not send marketing communications on behalf of Customer unless expressly agreed in a separate written agreement.

Whempify does not verify the legality of Customer's communications, contact lists, leads, CRM data, consent records, marketing campaigns, text message campaigns, telephone campaigns, advertising campaigns, or customer outreach activities.

Customer acknowledges that Whempify is solely a software and analytics provider and does not direct, control, supervise, approve, monitor, or assume responsibility for Customer's marketing activities.

Customer assumes all responsibility and liability arising from:

• Marketing campaigns
• Email campaigns
• Telephone campaigns
• Text messaging campaigns
• Lead generation activities
• Customer solicitation activities
• Advertising activities
• Use of CRM Data
• Use of customer contact information

Customer agrees to defend, indemnify, and hold harmless Whempify, its owners, officers, managers, employees, contractors, affiliates, agents, successors, and assigns from and against any claims, investigations, complaints, demands, fines, penalties, judgments, settlements, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Alleged violations of the TCPA
• Alleged violations of the CAN-SPAM Act
• Alleged violations of telemarketing laws
• Alleged violations of privacy laws
• Alleged violations of consumer protection laws
• Customer's marketing activities
• Customer's communications with leads, prospects, customers, or third parties

Whempify shall have no liability whatsoever for any fines, penalties, judgments, settlements, regulatory actions, class action claims, or other damages arising from Customer's marketing, advertising, communication, lead generation, or solicitation activities.

Whempify Intelligence ("Whempify," "we," "us," or "our") may allow Customers to connect, authorize, or use third-party advertising, marketing, data, fulfillment, analytics, or platform accounts, including Google Ads, Google API services, Meta Platforms products, Meta advertising products, Facebook Pages, Instagram accounts, Meta Business Tools, and, where made available, print-and-mail or fulfillment providers such as Lob (collectively, "Third-Party Platforms"). These integrations may allow Customers to plan, create, review, submit, manage, pause, analyze, or report on campaigns through the Services.

1. Account authorization and authority

By connecting, authorizing, or using any Third-Party Platform through the Services, Customer represents and warrants that Customer is authorized to access, manage, connect, and act on behalf of the applicable business, advertiser, account, Page, profile, data source, campaign, or platform property. Customer is responsible for ensuring that all account information, credentials, API keys, OAuth approvals, access tokens, billing details, permissions, and business information are accurate, current, lawful, and properly authorized.

Customer authorizes Whempify to access connected Third-Party Platform accounts and perform only the actions made available through the Services and requested, configured, approved, or authorized by Customer. Whempify may use OAuth tokens, API credentials, access tokens, developer tokens, refresh tokens, webhooks, or other authorization methods made available by the applicable Third-Party Platform. Customer may revoke access through Whempify or the applicable Third-Party Platform, but revocation may prevent related features from functioning.

2. Customer review and approval required

Campaign plans, advertisements, headlines, descriptions, keywords, audiences, geographic targets, budgets, images, videos, landing pages, offers, disclaimers, calls to action, mailing content, AI-generated content, and other materials generated, recommended, or prepared by Whempify are drafts unless and until Customer approves them.

Customer is solely responsible for reviewing and approving all campaign information before submission or use, including:

• Advertising claims, representations, pricing, discounts, promotions, guarantees, warranties, and financing statements
• Licensing, certification, insurance, professional qualification, testimonial, endorsement, review, and before-and-after claims
• Trademarks, logos, photographs, videos, music, creative assets, and other intellectual property
• Targeting criteria, service areas, mailing lists, customer lists, custom audiences, lookalike audiences, pixels, datasets, conversion APIs, and audience data
• Telephone numbers, email addresses, website URLs, landing pages, business names, and business contact information
• Required disclosures, disclaimers, unsubscribe mechanisms, opt-out mechanisms, do-not-contact requirements, and legally required notices

Whempify does not provide legal advice and does not determine whether any campaign, advertisement, outreach, audience, data use, mailing, or marketing activity complies with every law, regulation, industry rule, platform policy, or professional requirement.

3. Campaign submission, status, and platform control

Where supported, Whempify will submit, create, modify, pause, schedule, or manage a campaign only according to the confirmation, configuration, or approval required by the Services. Newly created campaigns may initially be submitted in a paused, draft, scheduled, pending-review, or limited status depending on platform functionality and Customer settings.

Customer acknowledges that a paused, draft, scheduled, or pending campaign may still exist within the connected Third-Party Platform account, that Customer must confirm campaign status directly within the applicable platform, and that enabling, publishing, approving, or activating a campaign may cause advertising charges, printing charges, postage, taxes, or platform fees to begin immediately. Platform review, approval, delivery, placement, billing, reporting, and performance are controlled by the applicable Third-Party Platform. Whempify does not guarantee that any platform will accept, approve, display, print, mail, deliver, report, attribute, or perform any campaign.

4. Budgets, advertising spend, and third-party charges

Unless Whempify expressly states otherwise in writing, advertising spend, platform fees, printing charges, postage, taxes, billing thresholds, auction costs, payment processing fees, regulatory assessments, and other campaign expenses are charged by the applicable Third-Party Platform or service provider using the billing method associated with Customer's connected account.

Whempify does not act as merchant of record for those third-party charges and does not control platform billing thresholds, auction prices, cost per click, cost per lead, cost per impression, printing costs, postage costs, taxes, refunds, credits, chargebacks, account balances, billing disputes, or promotional credits. Budget figures shown by Whempify are planning limits or estimates and may not reflect final amounts charged by a Third-Party Platform. Customer is responsible for monitoring platform accounts, campaign status, budgets, billing settings, and charges.

5. Third-party terms, platform policies, and API requirements

Customer's use of each Third-Party Platform remains subject to that platform's then-current terms, policies, technical restrictions, advertising standards, data policies, developer policies, API policies, and billing requirements. Customer agrees to comply with all applicable platform requirements, including without limitation Google Ads terms, Google Ads API requirements, Google API Services User Data Policy, Google OAuth policies, Meta Terms, Meta Commercial Terms, Meta Self-Serve Advertising Terms, Meta Advertising Standards, Meta Platform Terms or policies, Meta Business Tools Terms, and any service-specific terms for connected fulfillment or mailing providers.

Third-Party Platforms may modify their requirements, APIs, services, data access, scopes, rate limits, pricing, billing practices, ad review standards, or available features at any time. Whempify may modify, suspend, disable, restrict, or discontinue any integration when necessary or appropriate to comply with platform changes, protect the Services, reduce security or billing risk, comply with law, or preserve Whempify's platform access.

Relevant platform terms may include the Google Ads API Terms, Google API Services User Data Policy, Meta Commercial Terms, Meta Self-Serve Advertising Terms, and Meta Business Tools Terms.

6. Google Ads, Google APIs, and Google user data

When Customer connects Google Ads or another Google API service, Customer authorizes Whempify to access permitted account information and perform requested actions through the applicable Google API. Depending on the features used, these actions may include reading account and campaign information, creating or modifying campaigns, applying budgets and targeting, creating advertisements, retrieving reporting, or using other approved Google API functionality.

Whempify will not sell Google user data and will not use Google user data for materially different purposes from those disclosed in Whempify's Privacy Policy and in-product disclosures. Customer is responsible for ensuring that Customer's use of Google-connected features, Customer Data, campaign data, audience data, and advertising instructions comply with applicable law, Google policies, Google advertising requirements, OAuth scope requirements, consent requirements, and Customer's own privacy disclosures. Customer may revoke Google authorization at any time, but revocation may prevent Google-connected features from functioning.

Google may suspend, restrict, revoke, audit, limit, or terminate API access, developer tokens, advertiser accounts, campaigns, advertisements, or specific features. Whempify is not responsible for Google's decisions, platform downtime, API limitations, quota limits, policy enforcement, billing activity, reporting discrepancies, or account restrictions.

7. Meta Platforms, Meta APIs, and Meta advertising

When Customer connects a Meta business account, advertising account, Facebook Page, Instagram account, pixel, dataset, Conversions API connection, or other Meta property, Customer authorizes Whempify to access permitted information and perform the actions Customer requests through the Services.

Customer remains solely responsible for Meta account ownership, business permissions, Page permissions, Instagram account permissions, ad account access, pixel and dataset access, advertising content, targeting, special ad category compliance, customer list use, custom audience permissions, conversion event use, billing, and compliance with Meta terms, policies, and advertising standards. Customer represents that Customer has all rights, permissions, authority, disclosures, and lawful bases required for any information provided to Meta or used with Meta Business Tools.

Whempify does not guarantee approval, delivery, reach, placement, performance, reporting, attribution, or availability on Facebook, Instagram, Messenger, Audience Network, or any other Meta placement. Meta may reject, remove, restrict, limit, disable, suspend, or terminate ads, accounts, audiences, Pages, pixels, datasets, apps, API access, or platform features at any time.

8. Customer content, data rights, and intellectual property

Customer retains ownership of content Customer provides to Whempify. Customer grants Whempify a limited, non-exclusive license to access, process, reproduce, format, transmit, submit, analyze, and display Customer content solely as necessary to provide the requested Services, operate connected integrations, troubleshoot issues, maintain security, and improve Service functionality.

Customer represents and warrants that Customer possesses all rights, licenses, permissions, releases, consents, and lawful bases required to use and distribute Customer content, Customer Data, audience data, contact information, creative assets, and campaign materials through the selected Third-Party Platforms. Customer must not submit or use content or data that infringes intellectual property, privacy, publicity, or contractual rights; is false, misleading, fraudulent, discriminatory, deceptive, unlawful, or harmful; contains personal information Customer is not authorized to process; violates advertising, telemarketing, direct-mail, consumer-protection, privacy, or industry-specific laws; or violates any Third-Party Platform policy.

9. Audience, customer, lead, and mailing data

Customer may provide customer, lead, audience, geographic, event, conversion, pixel, mailing, CRM, or contact information only when Customer has a lawful basis and all required rights, consents, notices, authorizations, and permissions to use that information for the intended campaign or feature. Customer must not upload, transmit, or use purchased, scraped, unlawfully obtained, improperly disclosed, sensitive, restricted, or unauthorized personal information.

Customer is responsible for honoring suppression lists, unsubscribe requests, opt-out requests, do-not-contact requests, do-not-sell or sharing choices, and any other applicable consumer choices or legal requirements. Customer is responsible for ensuring that any customer lists, custom audiences, conversion data, offline conversion data, mailing lists, or uploaded contact data comply with applicable law and platform requirements.

10. AI-generated material and recommendations

Whempify may use artificial intelligence, machine learning, automation, or predictive analytics to recommend campaign types, keywords, geographic areas, audiences, budgets, advertising copy, images, offers, timing, mailing strategies, or marketing actions. AI-generated or AI-assisted output may be inaccurate, incomplete, unsuitable, biased, outdated, or noncompliant. AI output does not constitute legal, financial, tax, marketing, advertising, compliance, or professional advice. Customer must independently review, edit, approve, and verify all AI-generated or AI-assisted output before use.

11. No performance or platform guarantee

Whempify does not guarantee platform approval, ad placement, impressions, clicks, leads, calls, booked jobs, sales, revenue, conversion rates, cost per acquisition, return on ad spend, profitability, mailing delivery, reporting accuracy, attribution accuracy, continuous integration availability, API availability, or uninterrupted access to any Third-Party Platform. Market intelligence, forecasts, recommendations, scores, suggested budgets, suggested ZIP codes, suggested audiences, and performance estimates are informational only and do not guarantee future results.

12. Suspension, refusal, disconnection, and customer responsibility

Whempify may refuse, suspend, delay, cancel, or restrict any requested campaign action or integration when Whempify reasonably believes the action may violate law or platform policy, contain deceptive or harmful material, use unauthorized content or data, create security or billing risk, exceed API limitations, threaten Whempify's platform access or reputation, or otherwise expose Whempify, Customer, or a Third-Party Platform to risk.

Disconnecting a Third-Party Platform from Whempify does not automatically pause, delete, cancel, disable, refund, or modify campaigns, audiences, pixels, datasets, mailings, charges, or other assets already existing in that platform. Customer must confirm their status directly with the applicable Third-Party Platform.

13. Indemnity for platform use and campaigns

Customer agrees to defend, indemnify, and hold harmless Whempify, its owners, officers, managers, employees, contractors, affiliates, agents, successors, and assigns from and against any claims, investigations, complaints, audits, demands, fines, penalties, judgments, settlements, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer's connected platform accounts, API use, campaign content, advertising activity, mailing activity, audience data, customer data, billing disputes, platform policy violations, legal violations, intellectual-property claims, privacy claims, consumer-protection claims, telemarketing claims, direct-mail claims, or Customer's failure to obtain required permissions, consents, or authorizations.

If any provision of these Terms is determined to be invalid, illegal, unenforceable, or void by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Any invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

These Terms constitute the entire agreement between Customer and Whempify regarding the Services and supersede all prior or contemporaneous discussions, negotiations, representations, understandings, proposals, or agreements, whether written or oral.

No waiver of any provision shall be deemed a continuing waiver unless expressly stated in writing by Whempify.

Customer may not assign, transfer, delegate, sublicense, or otherwise transfer any rights or obligations under these Terms without the prior written consent of Whempify.

Whempify may assign, transfer, delegate, or otherwise transfer its rights and obligations under these Terms without restriction.

These Terms are solely for the benefit of Whempify and Customer.

No third party shall have any rights, remedies, claims, or causes of action under these Terms.

Whempify Marketing, LLC

Florida Limited Liability Company

Email:Help@WhempifyMarketing.com

Website:www.Whempify.com

All legal notices required under these Terms must be submitted in writing to the email address listed above.

BY ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE.