Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between WhatSnap LLC, a Wyoming limited liability company with a registered office at 30 N Gould Street, Suite R, Sheridan, WY 82801 ("WhatSnap," "we," "us," or "our"), and the entity or individual that creates an account, executes an order form, or otherwise accesses the Services ("Customer," "you," or "your").

By creating an account, executing an order form, clicking "I agree," or using the Services, you represent that you (a) have authority to bind the entity on whose behalf you act; (b) are at least the age of majority in your jurisdiction; and (c) have read, understood, and agreed to these Terms, the Acceptable Use Policy ("AUP"), the Privacy Policy, and the Refund Policy. Together these documents are the "Agreement."

If you do not agree, do not access or use the Services.

2. Definitions

• "Services" — the WhatSnap software-as-a-service offering, including the WhatSnap web application, mobile applications, agent software (e.g., WhatSnap Agent for macOS), browser extensions, APIs, webhooks, dashboards, and documentation made generally available by WhatSnap from time to time.
• "Customer Devices" — phones, computers, SIM cards, telephone numbers, messaging accounts (e.g., Apple ID, WhatsApp account), and any other equipment or accounts that the Customer owns, controls, or has lawful authority to operate, which Customer connects to the Services.
• "Customer Data" — content, contact records, message bodies, attachments, metadata, and any other data that Customer or its users submit to, generate within, or transmit through the Services.
• "Recipient" — any individual or entity to whom Customer sends a message via the Services, or from whom Customer receives a message via the Services.
• "Platform Requirements" — the operating rules of third-party platforms, networks, and standards bodies that govern messaging traffic, including but not limited to (i) carrier and aggregator rules and the CTIA Messaging Principles and Best Practices (10DLC registration, sender-ID, throughput, content-type rules), (ii) Apple Inc.'s terms governing iMessage, iCloud, and the Apple operating systems, (iii) Meta Platforms, Inc.'s WhatsApp Business Solution Terms and consumer WhatsApp Terms of Service, (iv) GoHighLevel/LeadConnector terms of service and partner program rules, and (v) the Twilio Acceptable Use Policy where Twilio is configured by Customer.
• "Order Form" — an ordering document or online checkout describing the Services, plan tier, pricing, and term, executed by Customer.
• "Subscription Term" — the term specified in an Order Form, including any renewal terms under Section 8.
• "User" — an individual authorized by Customer to use the Services under Customer's account.

3. The Services

3.1 Description

WhatSnap provides messaging infrastructure that bridges Customer Devices to messaging channels (iMessage, SMS, WhatsApp, and where applicable, Twilio) and CRM systems (notably GoHighLevel). When Customer connects a Customer Device to the Services and selects WhatSnap as the messaging provider in GoHighLevel (or another supported platform), inbound and outbound messages on that Customer Device are replicated within the CRM in near real time, and outbound messages initiated in the CRM are routed through the connected Customer Device.

3.2 Bring-your-own-device model

Customer supplies and owns all messaging accounts, telephone numbers, SIM cards, devices, and carrier relationships. WhatSnap does not provide, lease, sell, or operate telephony or messaging infrastructure on Customer's behalf. WhatSnap is not a carrier, not a telecommunications service provider, not an SMS aggregator, and not a messaging-account issuer.

3.3 Service modifications

WhatSnap may update, modify, add to, or remove features of the Services at any time. WhatSnap will use commercially reasonable efforts to give Customer notice (in-product, by email, or by changelog publication) of material removals or changes that adversely affect Customer's use, and where such a change materially diminishes the Services Customer has paid for, Customer's sole remedy is to cancel the affected Subscription under Section 11.2 and receive a pro-rata refund of prepaid, unused fees.

3.4 No guaranteed compatibility with third parties

Because the Services interoperate with platforms that WhatSnap does not control (Apple, Meta, mobile carriers, GoHighLevel, Twilio), WhatSnap cannot and does not warrant that any particular feature, integration, or messaging channel will remain available. Third parties may at any time modify, restrict, suspend, or terminate their platforms in ways that affect the Services. WhatSnap accepts no liability for such third-party actions. Section 14 governs.

4. Customer accounts and Users

4.1 Account registration

Customer must provide accurate, complete, and current information when registering. Customer is responsible for all activity under its account. Customer must promptly notify [email protected] of any unauthorized access or suspected compromise.

4.2 Users

Customer may authorize Users (including employees, contractors, agency sub-account operators, and end-clients to whom Customer resells under a white-label arrangement) to access the Services under Customer's account. Customer is responsible for each User's acts and omissions as if they were Customer's own, including their compliance with the AUP.

4.3 No multiple free trials

Each Customer is permitted one (1) free trial. Creating multiple accounts to obtain additional trials is a material breach of these Terms and may result in immediate termination and forfeiture of any fees paid.

4.4 Prohibited Customer categories

Customer represents and warrants that it is not, and is not located in or controlled by a party located in, a country or jurisdiction subject to comprehensive U.S. trade sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions), and is not a Specially Designated National or otherwise listed on any U.S. Treasury, Commerce, or State Department denied-party list. Customer further represents that it will not use the Services in connection with activities prohibited under U.S. export-control laws (including the Export Administration Regulations and the International Traffic in Arms Regulations).

5. Customer's responsibilities

5.1 Customer Devices, accounts, and connectivity

Customer is solely responsible for (a) procuring, paying for, securing, and maintaining all Customer Devices and the accounts (Apple ID, WhatsApp account, telephone number, SIM card, carrier subscription, etc.) that Customer connects to the Services; (b) all device data plans, carrier fees, roaming charges, and termination fees; (c) keeping Customer Devices powered, connected, and updated; (d) compliance with each Customer Device manufacturer's, carrier's, and software platform's terms of service.

WhatSnap is not responsible for any loss of access, data, or messaging capability resulting from Customer Device failure, loss, theft, carrier termination, account suspension or ban by Apple/Meta/GoHighLevel/Twilio, SIM expiration, or any similar event.

5.2 Legal compliance — sole responsibility

Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, industry codes, and third-party terms of service, including without limitation:

• the Telephone Consumer Protection Act of 1991 (TCPA), 47 U.S.C. § 227, and FCC implementing regulations;
• the CAN-SPAM Act of 2003 and FTC implementing regulations;
• state messaging and telemarketing laws (e.g., Florida Telephone Solicitation Act, Washington's Commercial Electronic Mail Act, Oklahoma Telephone Solicitation Act);
• the General Data Protection Regulation (Regulation (EU) 2016/679) and the UK GDPR (where applicable);
• the California Consumer Privacy Act / California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) and analogous state consumer-privacy statutes (Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Iowa, Indiana, Tennessee, Delaware);
• the Health Insurance Portability and Accountability Act (HIPAA) where Customer or any Recipient is a covered entity or business associate (see Section 5.5);
• the Children's Online Privacy Protection Act (COPPA);
• all Platform Requirements as defined in Section 2;
• Recipient consent (express prior written consent for marketing, established business relationship or affirmative opt-in for transactional messaging) and opt-out honoring (STOP/UNSUBSCRIBE within ten (10) business days).

Customer is solely responsible for determining whether its use case constitutes person-to-person (P2P), application-to-person (A2P), or another regulatory classification, and for complying with the obligations applicable to that classification. WhatSnap does not make regulatory determinations on Customer's behalf.

5.3 Records and documentation

Customer must maintain records sufficient to demonstrate compliance with Section 5.2 (including consent records, opt-out logs, and sender-identification practices) for at least four (4) years and provide them to WhatSnap promptly upon request in connection with a regulatory inquiry, carrier inquiry, platform inquiry, or third-party claim.

5.4 White-label / agency reseller

If Customer is on an Agency or White-Label plan and resells access to its own sub-customers ("Sub-Customers"), Customer:

(a) must have its own legally enforceable terms of service and privacy policy with each Sub-Customer that flow down the substance of these Terms and the AUP;

(b) remains primarily liable to WhatSnap for all acts and omissions of each Sub-Customer as if they were Customer's own;

(c) must not represent to Sub-Customers that the underlying technology is operated by Customer rather than WhatSnap (i.e., no false statement of provenance);

(d) acknowledges that WhatSnap may, at its option, deal directly with a Sub-Customer to enforce these Terms or the AUP if Customer fails to do so within a reasonable time after notice.

5.5 Sensitive data — HIPAA / PHI prohibition

Customer must not use the Services to create, receive, maintain, or transmit Protected Health Information (as defined under HIPAA) unless Customer has executed a separate, written Business Associate Agreement with WhatSnap. Absent a BAA, transmission of PHI through the Services is a material breach of these Terms.

6. Acceptable use

Customer's use of the Services is governed by the Acceptable Use Policy, which is incorporated by reference. Violation of the AUP is a material breach of these Terms.

7. Customer Data; intellectual property; feedback

7.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to authorize WhatSnap to process it as contemplated by this Agreement.

7.2 License to process Customer Data

Customer grants WhatSnap a worldwide, non-exclusive, royalty-free, sublicensable (only to WhatSnap's hosting, infrastructure, and security subprocessors) license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to: (a) provide, secure, and support the Services; (b) replicate messages between Customer Devices and the supported CRM/platform; (c) generate aggregated, de-identified analytics that do not identify Customer or any natural person; (d) detect and prevent abuse, fraud, and security threats; (e) comply with applicable law and lawful process; and (f) enforce this Agreement.

WhatSnap will not use identifiable Customer Data, message content, or Recipient personal data to train general-purpose machine-learning models. Aggregated, de-identified statistics may be used for service improvement.

7.3 WhatSnap IP

WhatSnap and its licensors retain all right, title, and interest in and to the Services, the underlying software, the WhatSnap name and logo, and all related intellectual property. Nothing in this Agreement transfers any such rights to Customer. Customer is granted only the limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted under a White-Label plan) right to access and use the Services during the Subscription Term solely for Customer's internal business purposes (and, on Agency/White-Label plans, for resale to Sub-Customers in accordance with Section 5.4).

7.4 License restrictions

Customer must not, and must not permit any User to: (a) reverse engineer, decompile, or disassemble the Services except to the extent expressly authorized by Wyoming law; (b) copy or create derivative works of the Services; (c) remove or alter proprietary notices; (d) use the Services to build a competing service or product; (e) use the Services in violation of any export control law; (f) interfere with or disrupt the Services or any other customer's use; (g) use any robot, scraper, or automated means to access the Services except via documented APIs; (h) attempt to gain unauthorized access to any account, system, or data; (i) test the Services for vulnerabilities other than under a written authorization signed by WhatSnap.

7.5 Feedback

If Customer or any User provides suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants WhatSnap a perpetual, irrevocable, worldwide, royalty-free, non-sublicensable license to use that Feedback for any purpose, without attribution or compensation. WhatSnap acquires no right in Customer's confidential information or trade secrets through this license.

8. Fees, payment, billing

8.1 Fees

Customer will pay all fees specified in the applicable Order Form or pricing page (https://whatsnap.ai/pricing) ("Fees"). Fees are in U.S. dollars and are exclusive of taxes (see Section 8.5). The current price list is at https://whatsnap.ai/pricing; specific Order Form pricing controls over the website if they conflict.

8.2 Free trial

WhatSnap offers a five (5)-day free trial as described on the pricing page. Customer must provide a valid payment method to start the trial. At the end of the trial, the Subscription Term begins automatically and Customer's payment method will be charged for the first billing period, unless Customer cancels through the dashboard before the trial ends. Trial features and limits are as posted on the pricing page on the day the trial begins.

8.3 Billing cycle and auto-renewal

Fees are billed in advance on a monthly or annual basis as specified in the Order Form. The Subscription Term automatically renews for successive periods equal to the initial Subscription Term unless Customer cancels through the dashboard before the start of the next renewal period. Customer's payment method on file will be charged for each renewal at the then-current list price.

8.4 Price changes

WhatSnap may change Fees for renewal periods on at least thirty (30) days' prior notice to Customer (by email or in-product notice). If Customer does not accept the price change, Customer's sole remedy is to cancel before the change takes effect.

8.5 Taxes

Fees are exclusive of all applicable taxes, levies, or duties (including sales, use, value-added, goods-and-services, withholding, and similar taxes), other than taxes imposed on WhatSnap's net income. Customer is responsible for paying all such taxes.

8.6 Late payment

If Customer fails to pay any undisputed amount when due, WhatSnap may (a) charge late-payment interest at the lesser of one-and-a-half percent (1.5%) per month or the maximum rate permitted by Wyoming law, (b) recover reasonable collection costs and attorneys' fees, and (c) suspend the Services on five (5) business days' written notice until payment is received.

8.7 Disputed charges and chargebacks

Customer must notify WhatSnap of any disputed charge in writing within thirty (30) days of the invoice or charge date; otherwise, the charge is conclusively deemed accepted. Customer must contact WhatSnap before initiating a chargeback with its payment processor. Initiating a chargeback for an undisputed charge is a material breach. If a chargeback is reversed in WhatSnap's favor or filed in bad faith, Customer is liable for the disputed amount plus a $35 administrative fee plus any processor fees and penalties.

8.8 Add-ons, overages, and consumption fees

Some features (additional sub-accounts, additional lines, premium support, custom-domain hosting) are billed as overages or add-ons. The applicable rate is the rate posted on the pricing page or specified in the Order Form on the day the consumption occurred.

9. Refunds

Refunds are governed by the Refund Policy, which is incorporated by reference. Except as expressly provided in the Refund Policy, all Fees are non-refundable.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature and the circumstances. Confidential Information includes, without limitation, WhatSnap's pricing, non-public roadmap, source code, technical architecture, and security practices, and Customer's non-public business information and Customer Data.

10.2 Obligations

Each party will (a) use the other's Confidential Information only as necessary to perform under this Agreement; (b) protect it with at least the same care it uses for its own confidential information, and in no event less than reasonable care; and (c) limit disclosure to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective.

10.3 Exceptions and compelled disclosure

The confidentiality obligations do not apply to information that is or becomes publicly available without breach, was independently developed, was already known without obligation of confidence, or is rightfully received from a third party without obligation. If a party is compelled by law to disclose Confidential Information, it will give prompt written notice (where lawful) and reasonably cooperate in any effort to seek a protective order.

11. Term, suspension, and termination

11.1 Term

This Agreement starts on the first acceptance of these Terms and continues until terminated under this Section 11.

11.2 Termination for convenience by Customer

Customer may cancel a Subscription at any time through the dashboard. Cancellation takes effect at the end of the then-current billing period. No prorated refund is due for the unused portion of the period, except as provided in the Refund Policy.

11.3 Termination for cause

Either party may terminate this Agreement immediately if the other party (a) materially breaches and fails to cure within thirty (30) days after written notice, (b) becomes insolvent, files for bankruptcy, or has a receiver appointed, or (c) ceases to do business. WhatSnap may also terminate immediately if Customer (i) violates the AUP, (ii) violates Section 5.2 (legal compliance), (iii) misuses the Services in a manner that poses a security risk to WhatSnap or other customers, (iv) is the subject of a credible third-party legal demand (carrier, regulator, platform) that requires takedown, or (v) initiates an undisputed chargeback.

11.4 Suspension

WhatSnap may suspend or restrict Customer's access (in whole or in part) immediately and without prior notice if WhatSnap reasonably determines that (a) Customer's use violates this Agreement, the AUP, applicable law, or Platform Requirements; (b) Customer's use creates carrier, regulatory, or platform risk to WhatSnap or any subprocessor; (c) Customer's traffic causes or is likely to cause harm, abuse, fraud, security risk, or material complaint rates; (d) a carrier, regulator, or platform requires suspension, blocking, filtering, or takedown; or (e) Customer's payment is overdue beyond the cure period in Section 8.6. WhatSnap will use commercially reasonable efforts to notify Customer of the basis for suspension and to lift it as soon as the underlying cause is cured.

11.5 Effect of termination

On termination: (a) Customer's right to access the Services ends immediately; (b) Customer remains liable for all accrued Fees and other obligations through the date of termination; (c) Customer must export any Customer Data it wishes to retain within thirty (30) days of termination through the export functions provided in the dashboard; (d) WhatSnap will delete Customer Data in accordance with the Privacy Policy retention schedule.

11.6 Survival

The following Sections survive termination: 5.2 (legal compliance for periods of use), 5.3 (recordkeeping), 7 (IP), 8 (Fees through termination), 10 (Confidentiality), 11.5 (Effect), 12 (Warranties), 13 (Liability), 14 (Indemnity), 15 (Disputes), and any other provision that by its nature should survive.

12. Warranties and disclaimers

12.1 Mutual warranties

Each party warrants that it has the authority to enter into this Agreement and that doing so does not breach any other agreement to which it is a party.

12.2 WhatSnap disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WHATSNAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WHATSNAP DOES NOT WARRANT THAT:

(a) the Services will be uninterrupted, secure, timely, or error-free;

(b) any message will be delivered, received, read, or read in a timely manner — delivery and performance depend on Customer Devices, carriers, networks, platforms (including Apple and Meta), recipient devices, content filtering, and other factors outside WhatSnap's control;

(c) any Customer Device, telephone number, messaging account, SIM, sender ID, or campaign registration will not be filtered, throttled, suspended, banned, or terminated by a carrier, aggregator, regulator, or platform;

(d) Customer's use will comply with any law or Platform Requirement;

(e) defects will be corrected or that results will be accurate.

12.3 No legal advice

WhatSnap does not provide legal advice. Information published by WhatSnap regarding TCPA, CAN-SPAM, GDPR, CCPA, 10DLC registration, Apple iMessage policy, WhatsApp Business policy, or any other legal or regulatory topic is informational only and is not a substitute for legal counsel.

13. Limitation of liability

13.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 13.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES PAID OR PAYABLE BY CUSTOMER TO WHATSNAP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF THE SUBSCRIPTION TERM IS SHORTER, THE FEES PAID OR PAYABLE DURING THE TERM).

13.3 Exclusions from the cap

The exclusions of damages in Section 13.1 and the cap in Section 13.2 do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 14; (c) Customer's breach of Section 7.4 (license restrictions); (d) a party's gross negligence or willful misconduct; (e) any liability that cannot be limited under applicable law.

13.4 Third-party platform actions — no liability

WhatSnap is not liable for any loss, damage, or business interruption arising from: (a) the suspension, throttling, filtering, blocking, banning, or termination of any Customer Device, telephone number, messaging account, SIM, sender ID, or campaign by a carrier, aggregator, platform (including Apple and Meta), CRM provider (including GoHighLevel), or regulator; (b) any change to a third-party platform's policies, technical architecture, or terms of service; (c) any outage, latency, or degradation of a third-party platform or carrier; (d) any TCPA, CAN-SPAM, GDPR, CCPA, or other regulatory enforcement against Customer.

13.5 Jurisdictional carve-outs

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any of the above is unenforceable, the affected limitation will be reduced to the maximum extent permitted by applicable law and the remaining limitations will remain in full force.

14. Indemnification

14.1 By Customer

Customer will defend, indemnify, and hold harmless WhatSnap and its affiliates, officers, directors, employees, contractors, and agents (each, an "Indemnified Party") from and against any third-party claim, demand, suit, investigation, fine, penalty, judgment, or settlement (each, a "Claim"), and any related losses, damages, costs, and reasonable attorneys' fees, arising out of or related to:

(a) Customer Data, message content, sender IDs, campaigns, telephone numbers, devices, or accounts transmitted through or used with the Services;

(b) Customer's alleged or actual violation of applicable law, including TCPA, CAN-SPAM, FCC rules, state privacy or telemarketing laws, GDPR, CCPA, or consumer-protection laws;

(c) Customer's alleged or actual violation of Platform Requirements (including carrier, CTIA, Apple, Meta, GoHighLevel, or Twilio rules);

(d) any carrier, aggregator, regulator, or platform claim, demand, suspension, chargeback, penalty, or assessment attributable to Customer's traffic, complaint rates, registration status, sender ID, or content;

(e) any claim by a Recipient or other person relating to unwanted messaging, lack of consent, opt-out failure, misrepresentation, harassment, or content;

(f) Customer's breach of this Agreement, the AUP, the Privacy Policy, or any representation or warranty;

(g) the acts or omissions of any User or Sub-Customer of Customer.

14.2 By WhatSnap — IP indemnity

WhatSnap will defend Customer against any third-party Claim alleging that the Services, as provided by WhatSnap and used by Customer in compliance with this Agreement, directly infringe a U.S. patent, copyright, or trademark, and WhatSnap will indemnify Customer for damages and reasonable attorneys' fees finally awarded against Customer or agreed by WhatSnap in settlement. WhatSnap has no obligation under this Section 14.2 for any Claim arising from (i) Customer Data, (ii) Customer's modification or combination of the Services with anything not provided by WhatSnap, (iii) Customer's use of the Services after WhatSnap notifies Customer to discontinue use, or (iv) Customer's use in violation of this Agreement or applicable law. If WhatSnap reasonably believes the Services may infringe, WhatSnap may at its option (A) procure for Customer the right to continue using the Services, (B) modify the Services to make them non-infringing, or (C) terminate the affected Services and refund any prepaid, unused Fees. This Section 14.2 states WhatSnap's sole and entire liability, and Customer's sole and exclusive remedy, for any third-party IP claim.

14.3 Procedure

The Indemnified Party will (a) promptly notify the indemnifying party of the Claim, (b) give the indemnifying party sole control of the defense and settlement (provided that any settlement requiring admission of liability or payment by the Indemnified Party requires the Indemnified Party's prior written consent, not to be unreasonably withheld), and (c) reasonably cooperate at the indemnifying party's expense. Failure to give prompt notice excuses the indemnifying party only to the extent it is actually prejudiced.

15. Disputes; governing law; arbitration; class-action waiver

15.1 Informal resolution

Before initiating arbitration, the party with a Claim must send written notice describing the Claim, the relief sought, and the contact information of the complaining party to [email protected] (for WhatSnap Claims, to the address on file for Customer). The parties must engage in good-faith negotiation for at least thirty (30) days before either may commence arbitration.

15.2 Governing law

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.3 Mandatory binding individual arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, OTHER THAN THOSE EXPRESSLY CARVED OUT IN SECTION 15.5, WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (OR, IF CUSTOMER IS A CONSUMER FOR PURPOSES OF AAA RULES, THE CONSUMER ARBITRATION RULES). THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR. THE SEAT OF ARBITRATION IS NATRONA COUNTY, WYOMING. THE ARBITRATION WILL BE CONDUCTED IN ENGLISH AND, WHERE FEASIBLE, BY WRITTEN SUBMISSION AND TELECONFERENCE.

15.4 Class and jury waivers

CUSTOMER AND WHATSNAP EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, PRIVATE ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION. ARBITRATION WILL PROCEED ON AN INDIVIDUAL BASIS ONLY. IF A COURT DECIDES THAT THIS CLASS WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REMEDY, THAT CLAIM OR REMEDY (AND ONLY THAT CLAIM OR REMEDY) WILL BE SEVERED AND PROCEED IN COURT, AND THE REMAINDER OF THIS SECTION 15 WILL CONTINUE TO APPLY.

15.5 Carve-outs

The arbitration requirement does not apply to: (a) actions in small-claims court for individual claims within that court's jurisdiction and not on a class basis; (b) actions for injunctive or equitable relief for infringement or misuse of intellectual property; (c) claims arising from sexual assault or sexual harassment that may be brought in court at the claimant's election under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. §§ 401–402). Any such court action will be brought exclusively in the state or federal courts of Natrona County, Wyoming, and the parties consent to personal jurisdiction and venue there.

15.6 Arbitration opt-out

Customer may opt out of Section 15.3 by sending written notice to [email protected] within thirty (30) days after first accepting these Terms, with the subject line "Arbitration Opt-Out" and including Customer's name, account email, and the date of acceptance. Opting out will not adversely affect Customer's relationship with WhatSnap.

15.7 Mass arbitration procedure

If twenty-five (25) or more substantially similar Claims are filed against WhatSnap within a thirty (30)-day period by the same counsel or by a coordinated group of counsel, AAA will batch the Claims into groups of up to fifty (50). Filing fees and arbitrator fees for the second and later batches will be deferred until the preceding batch concludes. The parties will use good-faith bellwether procedures to attempt resolution of common issues.

15.8 Attorneys' fees

In any arbitration or court proceeding, the substantially prevailing party is entitled to recover its reasonable attorneys' fees and costs, except where such recovery is prohibited by applicable law.

16. Modifications

WhatSnap may modify this Agreement, the AUP, the Privacy Policy, and the Refund Policy from time to time. Non-material changes (typographical corrections, clarifications, operational updates) are effective on posting. Material changes (changes to fees, refund rights, dispute-resolution rights, or material scope of WhatSnap's rights to Customer Data) take effect no earlier than thirty (30) days after WhatSnap posts the change and emails Customer's account administrator. Customer's continued use of the Services after the effective date constitutes acceptance. If Customer does not accept a material change, Customer's sole remedy is to cancel before the effective date and, if Customer has prepaid for periods after the effective date, receive a prorated refund of the prepaid Fees for the unused portion.

17. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, epidemic, pandemic, government order, internet or telecommunications outage, cyberattack, third-party-platform (Apple, Meta, carrier, GoHighLevel, Twilio, cloud provider) outage or enforcement action, and labor dispute. The affected party will use reasonable efforts to mitigate and resume performance.

18. Anti-corruption

Each party represents that it has not and will not, in connection with this Agreement, offer, give, accept, or agree to give or accept anything of value to or from any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption or anti-bribery law.

19. General

19.1 Notice

Notices to WhatSnap must be sent to [email protected] with a copy to WhatSnap LLC, 30 N Gould Street, Suite R, Sheridan, WY 82801. Notices to Customer may be sent to the email address on Customer's account or posted in-product. Notice by email is deemed given when sent (unless the sender receives a bounce or other delivery-failure message).

19.2 Assignment

Customer may not assign this Agreement, in whole or in part, without WhatSnap's prior written consent. WhatSnap may assign this Agreement (a) to an affiliate, (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or (c) by operation of law, on notice to Customer.

19.3 Independent contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

19.4 No third-party beneficiaries

This Agreement is for the benefit of the parties and does not create any rights for any third party (including, without limitation, Recipients, Sub-Customers, or Users).

19.5 Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

19.6 No waiver

A party's failure to enforce a provision is not a waiver of its right to do so later. Waivers must be in writing and signed by the waiving party.

19.7 Entire agreement; order of precedence

This Agreement (these Terms, the AUP, the Privacy Policy, the Refund Policy, any applicable Order Form, and any addendum executed by both parties) is the entire agreement of the parties regarding its subject matter and supersedes all prior or contemporaneous agreements. If there is a conflict, the order of precedence is: (1) signed addenda (e.g., a Data Processing Addendum, BAA, or White-Label Reseller Addendum); (2) the Order Form; (3) these Terms; (4) the AUP; (5) the Privacy Policy; (6) the Refund Policy.

19.8 Construction

Section headings are for convenience only. "Including" means "including without limitation." The English version of this Agreement controls in case of translation discrepancy.

19.9 Counterparts and electronic signature

This Agreement may be executed in counterparts and via electronic signature, each of which is an original and all of which together constitute the same instrument.

20. Contact

WhatSnap LLC 30 N Gould Street, Suite R Sheridan, WY 82801 United States

• Legal: [email protected]
• Privacy / DSAR: [email protected]
• Billing: [email protected]
• Abuse: [email protected]
• Support: [email protected]