Terms of Service

These Terms of Use (the "Terms") govern your access to and use of the Whisk.so website (the “Site”) and all associated services, APIs, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Services"). The Services are provided by Office Supply Ventures LLC ("OSV," "we," "us" or “our”). 

"You" means yourself as an individual or the entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind yourself or the entity you represent to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of yourself or such entity. 

Definitions 

a. "User Information" means information that you and your users (if applicable) provide to OSV in connection with the Services. For example, User Information includes, among other things, names, email addresses, and billing information.

b. "Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

c. "Beta Release" means any trial, preview, alpha, beta, developmental, test, experimental, or early-access of the Services or other Whisk products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status.

d. "Customer Content" means any information, content, or materials that you submit in connection with the Services, including from Third-Party Services.

e. "Documentation" means user documentation relating to the Services as may be found on the Site, and as may be updated by OSV from time to time. Documentation does not include any content published on any other site, community, or page.

f. "Excluded Claims" means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in these Terms or your breach of these Terms or an applicable Service Agreement; and (iii) any claims that may not be capped or limited under applicable law. 

g. "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the Services, a Beta Release, or any other products, services, or business of OSV.

h. "Fees" mean the fees applicable to your use of the Services in accordance with the applicable services agreement or on the Site.

i. "High-Risk Activities" means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

j. “Services Agreement” means a formal, signed agreement between a user and OSV which stipulates, among other things, the services to be provided and the associated fees to be paid by the user, and which shall take precedence over these Terms to the extent of any conflict. 

k. "Supplemental Terms" mean any additional terms presented to you at the time you sign up for or first access a Beta Release.

l. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Services, whether domestic or foreign.

m. "Third-Party Login" means your login credentials from a supported third-party site or product which are integrated into the Services.

n. "Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Services.

o. "Usage Information" means analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Services, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Services and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities.

I. Accessing the Services

a.  Use License: In order to access and use the Services, you may be required to provide certain User Information and execute a services agreement with OSV. You must provide and maintain accurate, current, and complete User Information. 

b.  Credentials: You may be required to use Third-Party Login credentials with a supported third-party site in connection with your use of the Services. You are responsible for maintaining the confidentiality of your account credentials. You agree to immediately notify OSV of any suspected or actual unauthorized use of your third-party account. You agree that you will be responsible and liable for all uses of the Services and any third-party integrations, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that OSV will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Third-Party Login credentials.

c. Credentials: You may be required to use Third-Party Login credentials with a supported third-party site in connection with your use of the Services. You are responsible for maintaining the confidentiality of your account credentials. You agree to immediately notify OSV of any suspected or actual unauthorized use of your third-party account. You agree that you will be responsible and liable for all uses of the Services and any third-party integrations, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that OSV will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Third-Party Login credentials.

d. Eligibility: In order to use the Services, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside and are an Eligible User. An “Eligible User” is a user that meets ALL the following criteria:

1. if a natural person, at least 18 years old or of legal age to form a binding contract under applicable law;

2. not physically in any Prohibited Jurisdiction;

3. not a resident of any Prohibited Jurisdiction;

4. not a legal person or legal entity incorporated, registered or organized under the laws of any Prohibited Jurisdiction;

5. not a politically exposed person; and

6. not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”, or any other trade or economic sanctions list of the United States of America, Canada, the United Kingdom of Great Britain and Northern Ireland, the European Union, the Republic of Singapore or the Swiss Confederation.

“Prohibited Jurisdiction” means (i) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the United Nations, the United Kingdom, the European Union and/or Switzerland; (ii) a jurisdiction where it would be illegal according to local law or regulation for you to user the Services; (iii) any disputed or self-proclaimed territories that are subject to international sanctions; or (iv) where the use of the Services could subject OSV to any local registration, regulatory or licensing requirements.

II. Fees; Taxes; Term and Termination

a. Fees: In most cases, the Services may only be accessed and used after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES. OSV RESERVES THE RIGHT TO MODIFY, LIMIT, OR TERMINATE ANY FREE TRIAL AT ITS SOLE DISCRETION.

b. Taxes: You are responsible for any applicable Taxes. Fees and expenses are exclusive of Taxes, levies, or duties. If OSV has the legal obligation to pay or collect Taxes for which you are responsible under this section, OSV will invoice you, and you will pay that amount unless you provide OSV with a valid tax exemption certificate authorized by the appropriate taxing authority.

c. Subscription Term: Your Subscription Term begins once you register for any Beta Release, or if purchasing the Services by a Services Agreement, then the Subscription Term stipulated in your agreement.

d. Termination and Suspension by OSV: We reserve the right to terminate or suspend your access to our Services to you. If we terminate or suspend your access to the Services without cause, we will refund a prorated portion if applicable. We will not refund or reimburse you if we terminate your access to the Services for cause, including (without limitation) for a violation of these Terms or the terms of any applicable services agreement. 

e. Effect of Termination: Except where an exclusive remedy may be specified in these Terms or any applicable services agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

III. Your Use of the Services and Restrictions

a. Account and Use of Services: You may use the Services only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.

b. Prohibited Use: You shall not use or access the Services in violation of the these terms. Further, you will not and will not permit anyone else to: (i) sell, sublicense, distribute, transfer, or rent the Services (in whole or part), grant non-users access to the Services or use the Services to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by law and then only upon advance notice to OSV; (iii) copy, modify, create derivative works of or remove proprietary notices from the Services; (iv) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions; (v) use the Services to develop a product or Services competitive to OSV; or (vi) otherwise use the Services outside of the scope of the rights expressly granted herein.

c. No High-Risk Activities or Prohibited Sensitive Personal Data: You may not access or use the Services for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.

d. Enforcement: We reserve the right, but do not undertake the obligation, to monitor the Services, investigate, and take appropriate action against any party that uses the Services in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Services or other users, we may suspend your access or remove your Customer Content immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.

e. Your Use of The Services to Send Communications: You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Services; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Services comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Services.

f. Export Controls: You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Services may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Services in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.

IV. Our Security and Data Privacy Practices

a. Data Privacy: OSV’s Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.

b. Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Services and Customer Content from unauthorized access, destruction, use, modification, or disclosure. 

V. Terms that Apply to Your Data

a. Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Services. By transmitting, processing, and/or storing Customer Content in the Services, you hereby grant OSV a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access the Services, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Services; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.

b. Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Services and for any actions triggered by Customer Content on the Services, and to otherwise use, process, and/or store Customer Content on the Services used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or in connection with the Services will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Services.

VI. Proprietary Rights and Improving the Services

a. OSV Services: The Services are made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Services, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the Services. All our rights not expressly granted under these Terms are hereby retained.

b. Improvements: OSV welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you. Notwithstanding anything to the contrary set forth herein or otherwise, OSV may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop OSV products or services, including through model training, and otherwise in connection with our business.

c. Trademarks: OSV, Whisk, the OSV and Whisk logos, and all OSV product names are trademarks and/or service marks of OSV whether registered or unregistered and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any OSV or third-party trademark without the applicable prior written consent of OSV or the owner of the third-party trademark. You hereby grant OSV the right to identify you as a customer of OSV and to use your logos and/or trademarks for that purpose.

VII. Third-Party Services

a. Links and Integrations with Third-Party Services: The Services may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Services or on separate Third-Party Services websites that connect back to the Services. OSV provides and/or enables such links to and integrations solely as a convenience, has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Services is at your own risk, and While OSV is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services, OSV will use commercially reasonable efforts to maintain the security and integrity of integrations with Third-Party Services. If you choose to create a Third-Party Services account, you are solely responsible for that Third-Party Services having access to your data. Your use of any Third-Party Services is subject to the terms applicable to such Third-Party Services. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Services. 

b. Linking to Third-Party Services: You acknowledge and agree that your Usage Information regarding your use of a Third-Party Services integration may be shared with that Third-Party Services. Pursuant to your usage of the Services, Customer Content may be transmitted to one or more Third-Party Services(s) solely as necessary to provide the Services and in accordance with applicable data protection laws and regulations. We may also share your Customer Content with a specific Third-Party Services in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Services.

VIII. Services Warranty; Indemnification

a. Disclaimers: THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND OSV MAKES NO WARRANTY THAT THE SERVICES ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, OSV HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICES RESTS WITH YOU. OSV AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICES. FURTHERMORE, OSV MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, SOFTWARE, OR INTEGRATIONS THAT MAY BE ACCESSED THROUGH OR USED IN CONNECTION WITH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT OSV SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF ANY SUCH THIRD-PARTY SERVICES, SOFTWARE, OR INTEGRATIONS, INCLUDING BUT NOT LIMITED TO ANY DATA LOSS, SERVICE INTERRUPTION, OR SECURITY ISSUES ARISING FROM SUCH USE.OSV MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED, THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. 

FURTHER TO THE ABOVE, ALL ON-CHAIN EVENT INDEXING AND REAL-TIME OR HISTORICAL DATA PROVIDED BY COMPANY IN CONNECTION WITH THE SERVICES (THE “DATA”) IS SUPPLIED “AS-IS” AND “AS-AVAILABLE”, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR TIMELINESS. COMPANY DOES NOT PRODUCE, VERIFY, OR ENDORSE THE UNDERLYING SOURCE DATA, AND MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING ITS ACCURACY, QUALITY OR SUITABILITY OF ANY DATA FOR ANY PURPOSE. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ALL DECISIONS AND OUTCOMES RESULTING FROM RELIANCE ON THE DATA.

b. Your Indemnification Obligations: You agree to defend OSV, its affiliates, directors, officers, employees, and agents (“OSV Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless OSV Indemnified Parties, and indemnify OSV Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms, or (ii) your Customer Content, or your use of Customer Content with the Services.

IX. LIMITATION OF LIABILITY

a. IN NO EVENT WILL (A) OSV BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, TRADING LOSSES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE ASSOCIATED DATA, (B) OSV’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO OSV IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM (AS DEFINED HEREIN), OR (C) OSV’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY PARTICULAR SERVICES EXCEED THE TOTAL AMOUNT PAID TO OSV IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM RELATED TO SUCH SERVICES.

THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY IN SECTION VIII FAILS OF ITS ESSENTIAL PURPOSE.

b. The parties agree that the waivers and limitations specified in this Section IX apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

X. Confidential Information

a. Confidential Information: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Services. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

b. Protection and Use of Confidential Information: The Receiving Party will (i) take commercially reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Services, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Services and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.

c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

XI. Notices

a. OSV Notice to You: OSV may provide you with notices through email address you provide in connection with your use of the Services. You are responsible for ensuring that your contact information is both current and accurate, and you acknowledge that any notice sent to your provided email address will be deemed received and effective upon sending.

XII. Modifications to Terms

OSV may revise these Terms from time to time by posting a modified version of the Terms including their effective date. By continuing to access or use the Services after the posting of any modified Terms, you agree to be bound by such modified Terms.

XIII. General

a. Jury Trial Waiver: You acknowledge that by agreeing to these Terms, you and OSV each waive the right by trial by jury.

b. Class Action and Multi-Party Action Waiver: You acknowledge and agree that you may not bring any claim against OSV as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against OSV.

c. Force Majeure: Neither OSV nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include, but are not limited to, denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

d. Assignment: You may not assign or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of OSV, such consent not to be unreasonably withheld. OSV may freely transfer, assign, or delegate its rights or obligations under these Terms, in whole or in part, without prior written consent.  

e. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms. 

f. No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.

g. Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

h. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof.