Terms of Service

Whirl AI Terms of Service

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Last Updated: August 4, 2026

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Customer must agree to this subscription agreement (“Agreement”) before accessing or using the Services. The person entering into this Agreement represents that they have the authority to bind Customer to its terms and conditions.

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Under this Agreement, Whirl AI, Inc., a Delaware corporation (“Whirl AI”) agrees to provide certain AI-powered business process automation services (“Services”) to the individual, entity or organization (“Customer”) that purchases such Services from Whirl AI pursuant to one or more order forms (each, an “Order Form”). Each Order Form is incorporated into and forms part of this Agreement. In the event of any conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall control.

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1) Use of Services; Restrictions; Content.

Customer’s order of Services creates a binding commitment by Customer to purchase and pay for such Services.
Customer may permit its contractors and employees (“Users”) to access and use the Services in accordance with and subject to any restrictions set forth in this Agreement and the Order Form. Customer is responsible for all access and use by all Users.
Subject to this Agreement, Whirl AI hereby grants to Customer and its Users a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s own internal business purposes during the relevant subscription term set forth in the Order Form (“Subscription Term”). Customer is responsible for ensuring that Users’ access credentials are kept confidential. No User will share its credentials or permit another individual to circumvent the privileges restrictions pertaining to the Services.
Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) use the Services for the benefit of a third party; (iv) use the Services in violation of applicable law or the rights of any other party or person; (v) attempt to bypass or breach any security measures used in the Services; (vi) access or use the Services to develop, promote, distribute or support any product or service that is competitive with the Services; (vii) release any benchmark results pertaining to the Services; (viii) permit any direct competitor of Whirl AI to access or use the Services; or (ix) remove or obscure any proprietary notices within the Services.
Whirl AI may, in its sole discretion, make certain features or functionality of the Services available in a pre-production release, beta or evaluation format (“Beta Services”). Customer is not required to use any Beta Services and they are made available AS-IS. Customer and Users assume all risk associated with any use of Beta Services.
Customer and its Users may provide feedback (including suggestions or comments for enhancements, functionality, or usability) (“Feedback”) to us regarding the Services. Customer hereby grants to Whirl AI a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (directly and indirectly through multiple tiers), transferable right and license to copy, display, distribute, perform, modify, and otherwise use and exploit such Feedback, or subject matter thereof, in any way and without limitation.

Customer is responsible for the accuracy, comprehensiveness and relevance of all diagrams, content, data and other information that it or Users upload into the Services (“Customer Content”). Customer hereby grants to Whirl AI a limited, worldwide, non-exclusive, royalty-free, right to process, copy, perform, display, and use the Customer Content solely to perform its obligations under this Agreement. Customer shall ensure that it possesses all rights necessary to permit Whirl AI to exercise the foregoing license. Whirl AI will not comingle Customer Content with data or content of any third party and will not use any Customer Content to develop, improve, train or fine-tune the Services except for the sole benefit of Customer.

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2) Confidentiality and Proprietary Rights.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Whirl AI includes non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third party any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (1) is or becomes generally available to the public through no fault of the Receiving Party; (2) was in its possession or known by it prior to receipt from the Disclosing Party; (3) was rightfully disclosed to it without restriction by a third party; or (4) was independently developed without the use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided (to the extent legally permissible) the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure. Upon the Disclosing Party’s written request or upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party’s election, promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, and upon request, certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain (A) Confidential Information stored in automated backup or disaster recovery systems until such information is deleted in the ordinary course of such systems’ backup cycles, (B) Confidential Information as required to comply with applicable law, regulation, or legal process, and (C) Confidential Information that is embedded in the Receiving Party’s systems, tools, or work product in a manner that cannot reasonably be segregated or extracted. Any Confidential Information retained pursuant to this paragraph shall remain subject to the confidentiality obligations set forth herein for so long as it is retained.
Customer shall own all right, title and interest in and to Customer Confidential Information, the Customer Content and all intellectual property rights contained in the foregoing. Whirl AI shall own and retain all right, title and interest in and to Whirl AI Confidential Information, the Services (including all components thereof), all improvements, enhancements or modifications thereto, and all intellectual property rights contained in the foregoing.
Whirl AI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (“Usage Data”). Whirl AI may (i) use Usage Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Whirl AI offerings, and (ii) disclose Usage Data solely in aggregate or other de-identified form in connection with its business. Usage Data does not include Customer Content.
Customer grants Whirl AI the right to use Customer’s name and logo on Whirl AI’s website and in marketing materials to identify Customer as a user of the Services. Customer may revoke this right at any time by providing written notice to Whirl AI, and Whirl AI will remove Customer’s name and logo promptly upon receiving such notice.

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3) Fees and Payments.

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Customer shall purchase Services for the fees (“Fees”) as specified on the Order Form. Unless otherwise stated in the Order Form, all subscription Fees are due and payable in advance of each Subscription Term. All invoices are due and payable within 30 days of the invoice date and must be paid in US Dollars. All Fees are non-refundable and non-cancellable.
Customer shall be responsible for all taxes, levies, duties, and similar governmental charges of any kind (including sales, use, value-added, goods and services, excise, and withholding taxes) associated with the Services, excluding only taxes based on Whirl AI’s net income or payroll. If Customer is exempt from any such taxes, Customer shall provide Whirl AI with a valid tax exemption certificate or other documentation acceptable to the applicable taxing authority, and Whirl AI shall not collect such taxes upon receipt and verification of such documentation. If Customer is required by applicable law to withhold or deduct any taxes from payments due to Whirl AI, Customer shall increase the payment amount so that Whirl AI receives the full amount it would have received absent such withholding or deduction. Customer shall cooperate with Whirl AI and provide such documentation and information as Whirl AI may reasonably request in connection with any tax-related matters.

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4) Term and Termination.

The Subscription Term is set forth on the Order Form. Unless otherwise specified in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial subscription term at Whirl AI’s then-current pricing, unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.
This Agreement applies until all Subscription Terms have expired; provided that either party may terminate this Agreement or an Order Form (i) upon written notice to the other party if such other party materially breaches this Agreement or Order Form and fails to cure such breach within 14 days of receipt of written notice thereof; (ii) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings; (iii) upon the other party’s making an assignment for the benefit of creditors; or (iv) upon the other party’s dissolution or ceasing to do business.
Sections 1(d), 1(f), 2, 3, 4(c), 5(d), 7 and 8 will survive any termination or suspension of this Agreement.

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5) Warranty and Disclaimer.

Each party represents and warrants that (i) it will comply with all applicable laws in its performance of obligations and exercise of rights under this Agreement, and (ii) it has the power, authority and legal right to enter into and perform under this Agreement.
Whirl AI represents and warrants that (i) the Services will be free of material defects, subject to Section 5(c) below; (ii) Whirl AI will comply with all applicable laws, regulations, rules, and industry standards in connection with its obligations under this Agreement; and (iii) Whirl AI will not include in the Services any computer code or other computer instructions, devices or techniques, including, without limitation, those known as disabling devices, trojans, or time bombs, that intentionally prevents access to, disrupt, disable, harm, infect, defraud, damage or otherwise impede in any manner the Services or the operation of a network, computer program or computer system or any component thereof.
Customer represents and warrants that (i) it has all rights and consents necessary for Whirl AI to receive and process the Customer Content as contemplated herein; and (ii) Customer will comply with all applicable laws, regulations, rules, and industry standards in connection with its obligations and exercise of rights under this Agreement.
The Services include and operate using artificial intelligence technologies (“AI Technologies”). Customer acknowledges that the AI Technologies within the Services may utilize third-party services and LLMs (“Third-Party Services”) and will be subject to such third party’s terms and conditions. In connection with Customer’s use of the Services, Customer acknowledges and agrees that (i) the information and content that Customer inputs into the Services is shared with Third-Party Services; (ii) AI Technologies are prone to mistakes, biases and other characteristics that may impact the quality of the output of the Services; (iii) Customer inputs into the AI Technologies within the Services have a direct impact on the output of such AI Technologies, and Customer should review and confirm any and all outputs before using, relying upon, distributing or publishing any such outputs; and (iv) Whirl AI shall have no liability for any acts, omissions, errors, unavailability, or data handling practices of any Third-Party Services.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WHIRL AI MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. SERVICES OFFERED DURING A TRIAL OR AS BETA SERVICES AND THIRD-PARTY SERVICES ARE PROVIDED AS-IS.

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6) WIndemnification‍

Whirl AI agrees to defend and indemnify Customer for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to any third party to the extent pertaining to a claim that the Services infringe any third party’s U.S. intellectual property rights. The foregoing indemnification obligation shall not apply to any claim that arises from (i) any use of the Services with products, services, content or materials not provided or made available by Whirl AI; (ii) any modifications or changes to the Services (including model fine-tuning) not made by or at the direction of Whirl AI; (iii) Customer Content or Third-Party Services; or (iv) failure to use the Services as contemplated in this Agreement. If the Services become (or Whirl AI reasonably determines might become) the subject of a claim for which indemnification is provided above, Whirl AI will (A) at Whirl AI’s expense, procure the rights necessary to enable Customer to continue using the Services under this Agreement, (B) modify the Services so that they are non-infringing, or (C) if neither of the foregoing are reasonably or commercially practical, terminate this Agreement and provide to Customer a pro-rata refund of any pre-paid Fees.
Customer agrees to defend and indemnify Whirl AI for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to any third party to the extent pertaining to a claim that the Customer Content infringes, misappropriates, or otherwise violates the intellectual property rights of any third party.
The indemnification obligations of each party above (each the “Indemnifying Party”) are conditioned on the party seeking indemnification (each the “Indemnified Party”) providing prompt notice to the Indemnifying Party. The failure to deliver such notice, however, shall not release Indemnifying Party from its indemnification obligations hereunder except to the extent that Indemnifying Party is materially prejudiced by such failure. At Indemnifying Party’s cost and expense: (i) the Indemnifying Party shall immediately take control of the defense of the claim; and (ii) the Indemnified Party shall cooperate with Indemnifying Party (and its attorneys) in the defense of such claim. Neither party shall enter into a settlement of such claim that does not include a full release of the other party or involves a remedy other than the payment of money, without the other party’s written consent, which consent shall not unreasonably be withheld or delayed.

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7) Limitations on Liability.

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NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EACH PARTY AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND WHIRL AI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO WHIRL AI FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WHIRL AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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8) Miscellaneous.

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Each party will be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership or a joint venture between the parties. This Agreement shall be binding on the parties, and all successors to the foregoing. Except as otherwise set forth herein, neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party’s prior written consent, except upon written notice either party may assign this Agreement and all orders placed on an Order Form pursuant to a transfer of all or substantially all of its business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to or waivers of any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in San Francisco, California. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. If any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Collectively the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals or other documents submitted by the parties. The terms on any purchase order or similar document submitted by Customer will have no effect and are hereby rejected. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the Order Form.

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