The following Terms of Use (“Terms of Use”) describe the terms and conditions on Whispir Limited, Whispir Holdings Pte Limited and their affiliates (including Whispir Australia Pty Ltd, Whispir Americas Inc. and Whispir Pte Ltd) (collectively, “Whispir” or “we”) offer you access to www.whispir.com, whispir.com.au and any other Whispir branded website that links to or posts these Terms of Use (“Sites”).

For the terms and conditions that govern Whispir’s cloud-based communications workflow platform (“Services”), please see the Whispir Terms of Service [add link].

Before accessing and using the Sites, please read these Terms of Use carefully because they constitute a legal agreement between Whispir and you. BY USING THE SITES, YOU AFFIRM THAT:

• YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE;

• YOU WILL COMPLY WITH THESE TERMS OF USE; AND

• YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.

If you use the Sites as an employee or agent on behalf of an organization, you represent to Whispir that you have the authority to bind that organization to these Terms of Use.

1. CHANGES TO TERMS OF USE

The Effective Date of these Terms of Use is set forth at the top of this webpage. As we add new features to the Sites, we may modify these Terms of Use. When we modify these Terms of Use, we will update the Effective Date and, when reasonably possible, we will provide you with advance written notice of our changes. We will not make changes that have a material retroactive effect on your legal rights unless we are required to do so by law or to protect the rights of other users. Your continued use of the Sites after the Effective Date constitutes your acceptance of the amended Terms of Use. The amended Terms of Use supersede all previous versions of or agreements, notices or statements of or about the Terms of Use. Any change to the dispute resolution provision will not apply to any dispute for which we have actual notice before the date the change is posted on the Sites.

2. ADDITIONAL TERMS

Additional terms and conditions may apply to certain features of the Sites, such as our webinars and demos. When presented to you, you must agree to the additional terms before using the features to which they apply. These Terms of Use and the additional terms will apply equally unless an additional term is irrevocably inconsistent with these Terms of Use, in which case the additional term will prevail but solely to the extent of the inconsistency.

3. PRIVACY

Please review our Privacy Policy to learn about the information that we collect from or about you when you use the Sites and how we process it.

• If you are a California resident, please see Whispir’s California Privacy Notice.

• If you are located in the EU, please see Whispir’s Notice for Individuals Located In EU.

If you still have questions about our privacy practices, please contact privacy@whispir.com.

Please note that we reserve the right at all times to disclose any information as we deem necessary to satisfy applicable law or a government regulator’s request.

Please use the precautions and security measures best suited for your intended use of the Sites. We do not and cannot guarantee the security of information provided by you through the Sites.

4. USING THE SITES

The Sites include information, graphics, artwork, text, photographs, video, audio, trademark, logo and other content displayed on or provided through the Sites. The Sites are protected under copyright, trademark and other laws.

Subject to these Terms of Use, Whispir grants you a personal, revocable, non-exclusive, non-transferable, limited right to access and use the Sites. Whispir reserves the right to view, monitor and record activity on the Sites to the fullest extent permitted by applicable law and in accordance with our Privacy Policy. Whispir grants you only the limited rights described in these Terms of Use. Nothing contained in these Terms of Use grants by implication, estoppel or otherwise, any license or right in or to Whispir’s trademarks, logos or service marks, patents, trade secrets or other intellectual property embodied in the Sites. Whispir reserves all rights that are not expressly granted in these Terms of Use.

Whispir has the discretion to terminate your access to the Sites (in addition to any other available remedies) without notice if Whispir has a reasonable basis to believe that you are using the Sites in violation of these Terms of Use.

Your Responsibilities. You must use the Sites for lawful, internal business purposes only. You are solely responsible for all costs related to use of the Sites. If you access and use the Sites on your smartphone, tablet or other mobile device, you agree that you are solely responsible for all charges that you incur from your Internet or mobile service provider.

You must not use the Sites in any manner that could damage, disable, overburden or impair our servers or networks or interfere with any other party's use and enjoyment of the Sites.

You must not attempt to gain unauthorized access to the Sites or Whispir’s computer systems or networks through hacking, password mining or other means. Specifically, you agree that you will not (and you agree not to encourage or allow any third party to):

• copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Sites;

• remove any copyright, trademark or other proprietary rights notice contained in the Sites;

• use any robot, spider, search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Sites;

• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Sites or any feature or functionality of the Sites to any third party for any reason;

• reformat or frame any portion of the web pages that are part of the Sites; or

• collect personal information through the Sites without our express prior written consent.

Whispir has the discretion to terminate your access to the Sites without notice for any violation of the above rules.

Submissions. Whispir may from time to time offer areas in the Sites where you and other users can post or otherwise submit suggestions, feedback, ideas, notes, concepts or other information or materials to or through the Sites (collectively, “Submissions”).

By posting a Submission, you represent and warrant that:

• you own or otherwise control all of the rights to your Submission, including without implied limitation all copyrights;

• your Submission is true and accurate;

• your Submission does not violate the rights of any other person or entity, such as rights of privacy and publicity; and

• your Submission complies with applicable laws, rules and regulations.

By sending, posting or transmitting Submissions to Whispir (or our designees), you grant Whispir and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual and irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, Whispir has the automatic right to use your Submissions -- including reproducing, disclosing, publishing or broadcasting your Submissions -- in any medium and for any purpose. Under no circumstances are you entitled to payment if Whispir uses one of your Submissions. All Submissions are deemed non-confidential and non-proprietary.

You acknowledge and agree that Whispir has the right (but not the obligation) to alter, remove or refuse to post or allow to be posted any Submission. Whispir takes no responsibility and assumes no liability for any Submission posted by you or any third party. Whispir is not responsible for information that you choose to communicate via Submissions.

5. LINKS TO OTHER WEBSITES AND SERVICES

The Sites may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under the control of Whispir and Whispir is not responsible for Linked Services or for any information on or available from or through Linked Services. You access Linked Services at your own risk. The inclusion of a link does not imply endorsement by Whispir of the Linked Services or any association with the operators of the Linked Services. Whispir does not investigate, verify or monitor the Linked Services. Whispir provides links to Linked Services for your convenience only. Please check the URL address provided in your browser to see if you are on the Sites or a third-party domain.

6. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY

Whispir warrants that Whispir has validly entered into these Terms of Use and has the legal power to do so. You warrant that you have validly entered into these Terms of Use and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SITES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Whispir specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Whispir does not warrant that (a) the Sites will meet your requirements, (b) operation of the Sites will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by Whispir or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Your use of the Sites is at your own risk.

YOU AGREE THAT WHISPIR IS NOT LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WHISPIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ALSO AGREE THAT WHISPIR IS NOT LIABLE FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITES.

The disclaimers and limitations in this Section 6 do not purport to limit liability or alter any right that cannot be excluded under applicable law.

WHISPIR’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES ARISING FROM YOUR USE OF THE SITES IS LIMITED TO ONE HUNDRED DOLLARS ($100).

You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms of Use that limit liability are essential terms and that Whispir would not grant you the rights set forth in these Terms of Use but for your agreement to the above limitations of liability.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

7. INDEMNIFICATION

You agree to indemnify and defend Whispir and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against Whispir by any third party arising from your use of the Sites in violation of these Terms of Use or applicable law. Whispir reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Whispir may be made without Whispir’s prior written approval.

8. GOVERNING LAW; DISPUTE RESOLUTION

If you are located in the Americas or People’s Republic of China, all matters related to the Sites are governed by the laws of the U.S. State of Washington, United States, as such laws apply to agreements made and performed therein (without giving effect to the principles of conflicts of laws). You must institute any legal action or proceeding relating to your access to or use of the Sites in a state or federal court in King County, Washington.

If you are located in the European Union or United Kingdom, all matters related to the Sites are governed by the laws of the E.U. Member State in which you reside or United Kingdom (as applicable). If you reside in the European Union, you also may have the right to submit a complaint through http://ec.europa.eu/consumers/odr if you are an individual consumer who cannot resolve a dispute with Whispir.

If you are located in Singapore, all matters related to the Sites are governed by the laws of Singapore.

If you are located in any other location, all matters related to the Sites are governed by the laws of Victoria, Australia.

You and Whispir each agree to institute any action in the courts located in the jurisdiction of the applicable governing law for your location as described above. You and Whispir agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST WHISPIR ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

These provisions do not, however, apply if you reside in a jurisdiction that permits you to make your claim in a legally competent court of the jurisdiction where you reside or are otherwise prohibited or restricted by applicable law.

You and Whispir agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms of Use.

9. ELECTRONIC CONTRACTING

Your affirmative act of using the Sites constitutes your electronic signature to these Terms of Use and your consent to enter into agreements with us electronically.

10 .GEOGRAPHIC RESTRICTIONS

The Sites are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law. Whispir does not in any manner warrant or represent that the Sites are appropriate or available for use in any particular location. If you choose to access the Sites, you do so on your own initiative and you are responsible for compliance with all applicable laws.

11. TERMINATION

These Terms of Use automatically terminate when you fail to comply with them. Whispir may terminate the Sites or modify your access to the Sites, with or without notice to you, at any time for any reason. For example, Whispir may prohibit your use of the Sites if Whispir believes that you are a minor.

Termination will not limit any of Whispir’s other rights or remedies. Sections 4, 6, 7, 8, 10, 11 and 12, as well as any other provision that must survive in order to give proper effect to the intent and purpose of these Terms of Use, shall survive termination.

12. MISCELLANEOUS

1. These Terms of Use (including our Privacy Policy) contain the entire understanding by and between Whispir and you with respect to the Sites and matters contained herein.

2. These Terms of Use inure to the benefit of and are binding on our and your successors and assigns, respectively.

3. Whispir may assign these Terms of Use to a successor in interest (in whole or in part) but you may not assign the Terms of Use without the prior express written consent of Whispir.

4. If any provision of these Terms of Use is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision was not used.

5. If Whispir fails or you fail to perform any obligation under these Terms of Use and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.

6. Nothing contained in these Terms of Use creates a relationship or partnership, joint venture or agency between Whispir and you.

7. If Whispir is or you are prevented from performing or unable to perform any obligation under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such cause.

8. Headings and captions are for convenience only.

QUESTIONS AND FEEDBACK

If you have questions or feedback about these Terms of Use, please contact us at support@whispir.com or as follows:

Australia:
Whispir Australia Pty Ltd
Attn: Legal
GPO Box 130,
Melbourne, Victoria 3001 Australia
+61 3 8630 9900

Americas:
Whispir Americas Inc.
Attn: Legal
442 5th Avenue, #2576
Manhattan, NY 10018
+1 720 310 3167

Asia:
Whispir Pte Ltd
Attn: Legal
10 Marina Boulevard, Marina Bay Financial Centre,Tower 2, #14-02A,
Singapore 018983
+65 6816 0366

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