Last updated on 27/11/2022
1. WHO WE ARE
Whalepod is a connected metaverse where users build and grow their own communities by setting up their pods in a live, 3D world.
1.2. The Services and Responsible Party
Whalepod’s websites and domains, including www.whalepod.xyz, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), along with all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces) are offered, maintained and provided by Whalepod. We refer to all of these as our “Services.”
We provide specific information and consultancy to individuals and businesses, whom we collectively refer to as “Users” or “you”.
1.4 Contracting Party
The Services are being provided to you by, and you are entering into these Terms with, Whalepod Pte. Ltd., a private limited company incorporated in Singapore, with its principal place of business at 68 Circular Road #02-01, Singapore – 049422.
For purposes of these Terms, Whalepod Pte. Ltd. shall be referred to as “Whalepod,” “us,” “we” or “our”.
2. OUR TERMS AND USE
3. YOUR USE OF THE SERVICES
3.1. The Services
Whalepod hereby grants you a personal, non-exclusive, non-transferable, non-sub licensable (except to sub-Users registered via the Services), revocable (in accordance with Section 4 of the Terms), limited right to access and use the Services solely for the purposes of browsing and subscribing for the Services. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (A) copy, modify, reproduce, translate, localise, port or otherwise create derivatives of any part of the Services; (B) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services; (C) rent, lease, resell, distribute, use the Services for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorised or unintended manner; (D) remove or alter any proprietary notices or labels on or in the Services; or (E) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.
4. ACCOUNT, PASSWORD AND SECURITY.
As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the event of any dispute between two or more parties as to account ownership, you agree that Whalepod shall be the sole arbiter of such dispute in its discretion and that Whalepod’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users, if any, registered under your account. You agree to immediately notify Whalepod of any unauthorised use of your password or account or any other breach of security.
4.3. Age Restrictions
5.1. Site Content
5.2. Your Content
5.3. Feedback & Revisions
You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Whalepod by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by Whalepod or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of Whalepod. All Feedback and Revisions become the sole and exclusive property of Whalepod and Whalepod may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Whalepod any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favour of Whalepod. At Whalepod’s request, you will execute any document, registration or filing required to give effect to these provisions.
6.1. Certain Restrictions
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree (1) to use the Services in accordance with our Community Guidelines; and (2) not to use the Services to:
(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize not approved by Whalepod;
(d) impersonate any person or entity, including, but not limited to, a Whalepod representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(f) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(g) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;
(h) upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to bona fide consultations listed on the Services and other goods and services being sold or provided in conjunction with such consultations;
(i) upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by the Terms;
(j) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(k) attempt to probe, scan or test the vulnerability of any Whalepod server or network or breach any security or authentication measures, unless you are an authorized contractor of Whalepod specifically engaged to provide such services;
(l) attempt to avoid or circumvent any technological measure implemented by Whalepod to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
(m) solicit any User to use a third party service that competes with Whalepod;
(n) advertise your consultation but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services;
(o) intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets;
(p) resell services or products;
(q) collect credit card number, expiration date or CSC code or any other credit card information other than in the fields under “Payment” on the order payment page;
(r) collect insurance number, financial account number, drivers’ licence number, health information or other sensitive information required to be secured under applicable local, state, national or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Whalepod prior written consent; or
(s) stalk or otherwise harass any person or entity.
6.2. Certain Remedial Rights
You acknowledge that Whalepod does not pre-screen Your Content or the Content of any other User in connection with the Services, but that Whalepod and its designees shall have the right (but not the obligation) to monitor, alter, edit or remove any of Your Content, in whole or in part, based on violations of the Terms. You acknowledge and agree that Whalepod may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms; and/or (d) protect the rights, property and/or personal safety of Whalepod, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to the technical requirements of connecting networks or devices.
7. ADDITIONAL SERVICES
7.1 Whalepod may, upon request, and for such fees as Whalepod may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Applications, including without limitation, IT, marketing and promotion services, and provide dedicated account management services. All such additional services, whether provided prior to, during or following your consultation, shall be deemed a part of the Services and subject to all the terms and conditions of the Terms. Such additional services shall be set forth in other written agreements between you and an authorised officer of Whalepod, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
8. SERVICE MODIFICATIONS
8.1. We are constantly evolving our products and services to better meet the needs of our entire user base. Because of this, we do not guarantee any set of product features or functionality and reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. For services paid for in advance, you may only be liable to receive a refund for the portion of services you have yet not used, as a result of these changes. For services consumed or rendered, we follow a strict No Refund and Cancellation policy.
9.1. Third Party Websites
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Whalepod has no control over such websites and resources, you acknowledge and agree that Whalepod is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Whalepod partners or third-party service providers.
9.2. Linked Accounts
As part of the Services you may be able to link an account you have with a third-party service, such as a social media website. By linking such a third-party account, you agree that Whalepod may access, make available to and store any Content that you have provided to and stored in such third-party account so that it is available on or through the Services. Such content may include personally identifiable information.
10. PRIVACY AND CUSTOMER INFORMATION
11. YOUR ACCEPTANCE
11.1. Binding Agreement
You agree to these Terms and you enter into a binding contract with Whalepod either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Subscriber, when you purchase or register for a Service offering (including the free ones), in each case by clicking “Pay Now,” “Register Now,” “Buy Now”, “Subscribe Now” or similar buttons, or in accordance with Section 12.2 below. If you are not a registered user or an unregistered Subscriber, you agree to these Terms and you enter into a binding contract with Whalepod by using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms, do not use or access the Services.
These Terms include (a) an arbitration provision for users located in Singapore; (b) a waiver of rights to bring a class action against Whalepod for users located in Singapore; (c) certain disclaimers of warranties on behalf of Singapore; (d) certain limitations of liability for the benefit of Whalepod; and (e) a release by you of all claims for damage against Whalepod arising out of disputes between you and third parties in connection with your use of the services. By using any of the services, you agree to these provisions.
Except to the extent set forth in Section 14.9 below, Whalepod reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms (or any of the agreements that make up these Terms) at any time (collectively, “Modifications”). Modifications to these Terms will be posted to the Whalepod website with a change to the “Updated” date at the top of these Terms. In certain circumstances, Whalepod may provide you with additional notice of such Modifications, via email or in-Service notifications. Modifications will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms constitutes acceptance of those Modifications as well. If any Modification to these Terms is not acceptable to you, you must cease accessing, browsing and otherwise using the Services.
We may translate these Terms (or any of the agreements that make up these Terms) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
12. TERMS AND TERMINATION
These Terms are effective upon your Acceptance as set forth under Section 12.1 above and continue in effect until terminated.
12.2. Termination by Whalepod
Whalepod may terminate your right to use the Services at any time for (a) your violation or breach of these Terms; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, national and other laws, rules and regulations or would expose Whalepod to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that Whalepod shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.
12.3. Termination by You
You may terminate your access to the Services and these Terms by requesting us to delete your account at firstname.lastname@example.org. In the event, there is a separate agreement between you and Whalepod governing your use of the Services and when that agreement terminates or expires, these Terms shall govern your use of the Services unless and until you delete your account.
12.4. Survival of Terms
All provisions of these Terms that by their nature should survive termination of these Terms shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licences).
13. IMPORTANT LEGAL TERMS GOVERNING ALL USE OF THE SERVICES
13.2. Disclaimer of Warranties
Whalepod provides our services using a commercially reasonable level of skill and care and we try to keep Whalepod up, bug-free and safe. But there are certain things that we don’t promise about our services and you use the services at your own risk. To the extent permitted by applicable laws, the services are provided on an “as is” and “as available” basis. Whalepod hereby expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. By way of example, Whalepod makes no warranty that (a) the services (or any portion of the services) will meet your requirements or expectations; (b) the services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the services will be accurate or reliable. You acknowledge that Whalepod has no control over and does not guarantee the quality, safety or legality of consultations advertised, the truth or accuracy of any users’ content or the ability of any user to perform or actually complete a transaction and Whalepod is not affiliated with, and has no agency or employment relationship with, any third party service provider used in conjunction with the services, and Whalepod has no responsibility for, and hereby disclaims all liability arising from, the acts or omissions of any such third parties.
Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by wilful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
13.3. Limitation of Liability
The trademarks, service marks and logos of Whalepod (the “Whalepod Trademarks”) used and displayed in connection with the Services are registered and/or unregistered trademarks or service marks of Whalepod. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with Whalepod Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Whalepod specific for each such use. The Trademarks may not be used to disparage Whalepod, any third party or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Whalepod approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Whalepod Trademark shall be attributable to Whalepod’s benefit.
Notices to you may be sent via either email or regular mail to the address in Whalepod’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Whalepod or deliver any notice, you can do so as follows:
Whalepod Pte. Ltd.Address: 68 Circular Road #02-01, Singapore – 049422
13.7. Entire Agreement
13.8. Choice of Law
Except as set forth in Section 14.9 below, these Terms and the provision of the Services to you are governed by the laws of the state of Singapore, without reference to principles of conflict of laws.
13.9. Binding Arbitration (Only for users located in Singapore)
Please read this section carefully as it affects your rights. Any dispute or claim under these Terms or with respect to the services will be settled by binding arbitration and will take place on an individual basis only; class, consolidated or representative arbitrations and civil actions are not permitted once this section is effective.
(a) Contact us first: If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
(b) Agreement to arbitrate: In the unlikely consultation that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms or with respect to the Services through binding arbitration, instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any other court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms. This arbitration provision shall survive termination of these Terms.
(c) Scope of Agreement: This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
(d) Exceptions: Notwithstanding this Agreement to arbitrate, either party may (i) bring issues to the attention of national, state or local agencies, which may be able to seek relief on a party’s behalf, and (ii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of the arbitration.
(e) No Class Actions: You and Whalepod agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims, may not preside over any form of class, consolidated or representative proceeding and may only provide relief in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
(f) Notice of Dispute: A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Whalepod must be addressed to the address in Section 5.7 above (“Notice Address”). The Notice to you must be addressed to a mailing, home or payment address currently on record with Whalepod. If Whalepod has no records of such physical address, such notice may be delivered to your Whalepod account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Whalepod and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Whalepod may commence an arbitration proceeding.
(g) Future Changes: Notwithstanding any provision in these Terms to the contrary, you and Whalepod agree that if Whalepod makes any future change to this arbitration provision (other than a change to the Notice Address) Whalepod will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.
13.10. Waiver and Invalid Provisions
The failure or delay of Whalepod to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
13.11. Judicial Forum
In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, then any dispute or claim not subject to arbitration shall be resolved exclusively by a high court located in Singapore. Both you and Whalepod agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
Any Section titles in these Terms are for convenience only and have no legal or contractual effect.
Please report any violations of these Terms by emailing us on email@example.com
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.