Whodini Terms of Service

Effective Date: October 5, 2026 | Previous version: March 27, 2026

IMPORTANT: PLEASE READ CAREFULLY. These Terms of Service constitute a legally binding agreement between you and Whodini AI, Inc. By accessing or using the Service, you agree to be bound by these Terms, including the binding arbitration provision and class action waiver in Section 20. If you do not agree to these Terms, do not install, access, or use the Service.

1. Acceptance of Terms

These Terms of Service ("Terms" or "Agreement") are entered into by and between you ("User," "you," or "your") and Whodini AI, Inc. ("Whodini," "we," "us," or "our"), a Delaware corporation.

These Terms govern your access to and use of the Whodini browser extension, the Whodini web application, and all related services, features, content, and functionality (collectively, the "Service"). These Terms include an integrated End User License Agreement ("EULA") governing the software components of the Service, as set forth in Sections 4 and 8.

Early access. The Service is currently offered on an experimental, early-access basis at no charge. These Terms govern that free and early-access use. If Whodini offers the Service on a paid or enterprise basis, that use will be governed by a separate written agreement between Whodini and the subscribing organization, and that agreement will control to the extent it conflicts with these Terms.

By installing the Whodini browser extension, creating an account, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity.

Corporate structure. The intellectual property underlying the Service is owned by WARP 10 AI, LLC, a Connecticut limited liability company ("WARP 10"). WARP 10 owns Whodini AI, Inc. in its entirety. Whodini AI, Inc. operates and offers the Service under authorization from WARP 10. References to "Whodini" in these Terms include WARP 10 AI, LLC where the context requires.

2. Eligibility

The Service is intended for use by professionals and businesses in the pharmaceutical and life sciences industries and related fields. To use the Service, you must:

Be at least 18 years of age;
Have the legal capacity to enter into a binding agreement;
Not be barred from using the Service under applicable law; and
If acting on behalf of an organization, be duly authorized to bind that organization to these Terms.

By using the Service, you represent and warrant that you meet all eligibility requirements. We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion.

3. Description of Service

The Service uses artificial intelligence and machine learning ("AI/ML") to help professionals in the pharmaceutical and life sciences industries find and understand information about drugs, companies, clinical trials, and the people who work in the industry. The Service currently has four principal parts.

3.1 Browser extension. When enabled, the extension reads the content of web pages you visit, including the Document Object Model ("DOM"), and transmits relevant portions to Whodini's servers for AI/ML processing. The Service identifies drugs, companies, and related industry terms appearing on the page and augments the page with tooltips and insight panels containing additional information, including related drugs and related companies. The extension does not currently identify individuals named on a page. Whodini may in the future add the ability to recognize a person's name and, where Whodini holds or can compile corresponding information, display that person's professional background and link to a Whodini Profile as described in Section 8.5.

3.2 Research. The web application lets you search and filter Whodini's databases of drugs, companies, and clinical trials, and save results into projects.

3.3 Ask Whodini. The web application provides an AI chat interface. You may ask questions about drugs, companies, and the industry, and you may also ask general questions. Answers are generated using commercial or open-source large language models together with Whodini's proprietary databases. Answers to general questions are generated by the underlying language model from its training data. Whodini does not source, verify, or stand behind that content, and it is subject to the same disclaimers as all other output. Conversations are saved to your account so that you can return to them.

3.4 People and Projects. The web application lets you maintain lists of individuals you have viewed or added, including profile URLs, organize them into projects, and return to them later. You may upload documents such as resumes and CVs in PDF or Word format, which the Service will read and augment in the same way it augments a web page. You may store a job description with a project. Whodini may in the future provide a score or comparison indicating how closely an individual's background appears to match criteria you define, subject to Section 13.5.

Information you view, save, upload, or organize in the People, Projects, Companies, and Drugs areas of the web application is stored on Whodini's servers and associated with your user account. Material you upload, import, or enter is "User Content" under Section 8.2 and "Your Content" under the Privacy Policy.

3.5 Changes. The availability and scope of features may change at any time. Features described above as future or potential may not be released, and may be released in modified form.

3.6 Purpose and limitations. The Service is designed for research, evaluation, sourcing, and informational purposes only. The Service is not a medical device. It does not provide medical, legal, financial, or regulatory advice. It is not intended to diagnose, treat, cure, or prevent any disease or condition. All output generated by the Service, including AI/ML-generated output, is informational only and may be inaccurate, incomplete, or out of date.

4. License Grant and End User License Agreement

Subject to your compliance with these Terms, Whodini grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service solely for your internal business or professional purposes as contemplated by these Terms.

This license constitutes the End User License Agreement ("EULA") for the software components of the Service, including the browser extension and any associated code, libraries, scripts, and updates.

4.1 Permitted Use

You may use the Service and its output only for your own internal recruiting, sourcing, research, staffing, and closely related internal business activities. You may not use the Service or its output for unsolicited commercial email, spam campaigns, list brokering, lead resale, or any resale or further distribution of content or output to third parties.

4.2 License Restrictions

You shall not, and shall not permit any third party to:

Copy, modify, adapt, translate, or create derivative works based on the Service or any part thereof;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract;
Sublicense, lease, rent, loan, sell, resell, distribute, or otherwise transfer the Service or access thereto to any third party;
Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Service;
Use the Service to build a competitive product or service, copy the features or functions of the Service, or benchmark the Service for competitive purposes;
Use Service Output to create, train, test, or improve any machine learning model or artificial intelligence system, or to develop foundation models or other models that compete with Whodini;
Use the Service in any manner that exceeds the scope of the license granted herein;
Scrape, harvest, or extract data from the Service by automated means, or access the Service through any automated means other than the extension itself as intended;
Circumvent, disable, or otherwise interfere with any security, rate-limiting, or access-control features of the Service; or
Use the Service for any unlawful purpose or in violation of any applicable law or regulation.

4.3 Updates and Modifications

Whodini may, at its sole discretion, provide updates, patches, bug fixes, or modifications to the Service ("Updates"). Updates may be installed automatically. All Updates are subject to these Terms. Whodini has no obligation to provide Updates or to maintain backward compatibility.

5. Account Registration and Security

To access the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

5.1 Single-User License

Each account is licensed to a single individual user. Account credentials may not be shared with, transferred to, or used by any other person, including coworkers, assistants, or other representatives of your organization. Each individual who uses the Service must have their own separate account.

You may use the Service on multiple computers or devices, provided that you do not access the Service from more than one device simultaneously. Whodini may use anonymous client identification and other technical measures to enforce this restriction. Violation of this provision constitutes a material breach of these Terms and may result in immediate termination of your account.

5.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at support@whodini.ai if you become aware of any unauthorized use of your account.

5.3 Discretionary Access

Whodini reserves the right, in its sole and absolute discretion, to refuse service, decline registrations, disable accounts, or restrict access to the Service for any person or entity, at any time, with or without cause, and with or without notice. Nothing in this Section limits either party's rights under Section 20.

6. Fees and Payment

The Service is currently provided at no charge on an experimental, early-access basis. Whodini reserves the right to introduce fees for the Service or for specific features, tiers, or premium offerings at any time.

If we introduce fees, you will be required to affirmatively accept the applicable fee terms before any charges are applied. You will not be automatically enrolled in a paid tier. If you do not agree to the applicable fees, you must cease using the Service.

If fees are introduced, applicable payment terms, billing practices, refund policies, and cancellation procedures will be provided at that time and will become part of these Terms upon your acceptance.

We do not currently collect or store billing or payment information. If this changes, we will update our Privacy Policy accordingly.

7. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you shall not use the Service to:

Violate any applicable federal, state, local, or international law or regulation;
Make unauthorized medical claims or represent AI/ML-generated output as professional medical, legal, or financial advice;
Engage in any form of illegal discrimination, including but not limited to discrimination in employment, housing, credit, or public accommodation, in reliance on information obtained through the Service;
Harass, abuse, threaten, stalk, or intimidate any person;
Infringe or misappropriate the intellectual property rights of any third party;
Transmit any malware, viruses, worms, or other harmful code;
Interfere with or disrupt the integrity or performance of the Service or any third-party systems;
Impersonate any person or entity, or falsely represent your affiliation with any person or entity;
Use the Service to collect, store, or process personal information about individuals in violation of applicable privacy laws;
Use the Service or its output to create or contribute to databases, datasets, or data products for resale or commercial distribution;
Upload, import, or otherwise submit information about any individual unless you have the legal right to do so and have provided that individual with any notice required by applicable law, including any notice required when artificial intelligence is used in recruiting or hiring;
Upload documents that contain government identification numbers, financial account numbers, health records, or biometric identifiers, or intentionally submit information about a person's race, ethnicity, religion, sexual orientation, health, disability, union membership, immigration status, or other protected characteristics;
Use Service Output as the sole or determinative basis for any decision to hire, reject, promote, compensate, or otherwise affect a person's employment, or otherwise use the Service without independent human review and evaluation of its results;
Use the Service or any Service Output as a consumer report, or for any purpose regulated by the Fair Credit Reporting Act or similar laws, including determining a person's eligibility for employment on the basis of their credit, character, general reputation, personal characteristics, or mode of living;
Submit information about anyone under 18 years of age; or
Assist, encourage, or enable any third party to do any of the foregoing.

We reserve the right to monitor use of the Service for compliance with these Terms and to suspend or terminate access for violations, with or without notice.

8. Intellectual Property and Proprietary Rights

8.1 Whodini's Ownership

The Service, including all software, code, algorithms, models, databases, text, graphics, user interfaces, visual interfaces, trademarks, logos, and other content and materials ("Whodini Materials"), is owned by WARP 10 AI, LLC and made available through Whodini AI, Inc., and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The server-side components of the Service contain unpublished trade secrets and confidential information. Nothing in these Terms grants you any right, title, or interest in the Whodini Materials except the limited license expressly set forth in Section 4.

8.2 User Content

You retain all ownership rights in any content, data, documents, notes, reports, or other materials that you upload, import, enter, or create using the Service, including resumes and other documents you upload, profile URLs you submit and the profile information retrieved for them, job descriptions you store, and your Ask Whodini questions ("User Content").

By submitting User Content, you grant Whodini a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, analyze, extract information from, modify (for example, to convert a document to text or to structure a work history), transmit, and display User Content solely as necessary to provide, secure, and support the Service for you.

This license does not permit Whodini to use User Content to train or improve AI/ML models, to make User Content available to other customers, or to incorporate User Content into the Whodini Profiles described in Section 8.5.

You represent and warrant that: (a) you have all rights, consents, and legal bases necessary to submit User Content to the Service and to grant the foregoing license; (b) where User Content includes personal information about others, including job candidates, you have complied with all applicable privacy, data protection, employment, and anti-discrimination laws, including any obligation to notify individuals that their information is being processed or that artificial intelligence is used in your recruiting or hiring process; (c) User Content does not infringe or misappropriate the rights of any third party; and (d) you will delete User Content from the Service when you no longer have a lawful basis to retain it. Whodini may remove or disable access to User Content that it reasonably believes violates these Terms.

8.3 Feedback and Suggestions

If you or any person acting on your behalf provides Whodini with any feedback, suggestions, ideas, feature requests, product recommendations, bug reports, or other input regarding the Service ("Feedback"), whether communicated through the extension, the web application, email, telephone, video conference, in-person conversation, or any other medium, you grant Whodini a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and transferable license to use, reproduce, modify, implement, commercialize, and incorporate that Feedback into the Service or any other product or service, without any obligation of compensation, attribution, or accounting to you.

You waive any and all moral rights in Feedback to the extent permitted by applicable law. This license is effective upon communication of the Feedback and does not require any additional documentation or consideration.

8.4 AI/ML Output

Output generated by the Service's AI/ML systems in response to web page content you view, Whodini's databases, or User Content you submit ("Service Output") is provided for your informational use. You may use Service Output for your internal business or professional purposes, subject to Section 4.1 and these Terms. Service Output may incorporate Whodini's proprietary data and algorithms, and you shall not claim ownership of or intellectual property rights in the underlying models, algorithms, databases, or enrichment data that produced such output.

8.5 Whodini Profiles

Whodini maintains its own databases of information about drugs, companies, clinical trials, and professionals in the pharmaceutical and life sciences industries. This includes profile records about individuals ("Whodini Profiles") compiled from publicly available sources, licensed third-party data providers, and public registries. Whodini may deduplicate, normalize, and consolidate this information so that a single record corresponds to a single individual, and may derive inferences from it, such as seniority, therapeutic area experience, or company and drug affiliations.

Whodini Profiles are Whodini Materials. They are compiled and maintained by Whodini for its own purposes and are made available to users as part of the Service. Whodini Profiles are not derived from User Content, and nothing you upload, import, or enter is incorporated into them. Whodini is the controller of the personal information in Whodini Profiles, as described in the Privacy Policy.

9. Confidentiality

"Confidential Information" means any non-public information disclosed by Whodini to you in connection with the Service, including but not limited to the Whodini Materials, trade secrets, source code, algorithms, business plans, pricing, and technical information.

You agree to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Whodini's prior written consent; and (c) use Confidential Information only as necessary to exercise your rights under these Terms.

These obligations do not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was known to you prior to disclosure; (iii) is independently developed by you without use of Confidential Information; or (iv) is required to be disclosed by law, provided you give Whodini prompt written notice and cooperate in seeking a protective order.

Your confidentiality obligations under this Section survive termination of these Terms for a period of five (5) years, or indefinitely with respect to trade secrets for so long as the information qualifies as a trade secret under applicable law.

10. Non-Disclosure of Service Details

You agree not to disclose to any competitor of Whodini any non-public information about the Service, including but not limited to its pricing, roadmap, data sources, processing methods, system architecture, or non-public performance benchmarks. This obligation is in addition to, and does not limit, the confidentiality obligations set forth in Section 9 or the license restrictions in Section 4.2.

11. Release of Claims and Acknowledgment of Ownership

11.1 Acknowledgment of Ownership

You acknowledge and agree that WARP 10 AI, LLC and Whodini AI, Inc. are collectively the sole and exclusive owners of the Service, the Whodini Materials, and all intellectual property rights therein. You have no ownership interest in, and make no claim to, any aspect of the Service, the Whodini Materials, or any derivative works, improvements, or modifications thereof, regardless of any Feedback you may provide or any other interaction you may have with Whodini.

11.2 Release

You hereby release and forever discharge Whodini AI, Inc., WARP 10 AI, LLC, and each of their respective officers, directors, shareholders, members, managers, employees, agents, contractors, representatives, affiliates, successors, and assigns from any and all claims, demands, causes of action, suits, damages, losses, and liabilities of any kind, whether known or unknown, arising out of or relating to:

Any claim of ownership, inventorship, or intellectual property rights in the Service, the Whodini Materials, or any output thereof arising from your use of or interaction with the Service; and
Any claim arising from Feedback provided by you or on your behalf.

11.3 Waiver of Unknown Claims

With respect to the release in Section 11.2, you expressly waive any rights you may have under any statute, regulation, or legal principle that would otherwise limit a release to claims that are known or suspected at the time of execution, including without limitation Section 1542 of the California Civil Code, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

12. Third-Party Websites and Content

The Service operates in part by reading and processing content from third-party websites that you choose to visit. Whodini does not own, control, or endorse any third-party website or its content. Whodini is not responsible for the content, accuracy, availability, or privacy practices of any third-party website.

User Responsibility for Third-Party Terms. You are solely responsible for your compliance with any terms of service, license agreements, acceptable use policies, or other agreements governing the third-party websites on which you use the Service. Some third-party websites may restrict or prohibit the use of browser extensions, automated access, data extraction, or modification of their content. It is your responsibility to determine whether your use of the Service on any particular website complies with that website's terms.

Whodini Is Not a Party to Third-Party Agreements. Whodini is not a party to any agreement between you and any third-party website operator. Whodini has no liability arising from your use of the Service on any third-party website, regardless of how the Service interacts with that website's content, including any modification, augmentation, or display of enriched content. You acknowledge that your use of the Service on a third-party website is at your own risk and subject to the terms of any agreement you have with that website operator.

13. AI and Machine Learning Disclosures

The Service uses AI/ML systems to process web page content, Whodini's databases, and User Content. You acknowledge and agree to the following.

13.1 Processing. Web page content you view is transmitted to Whodini's servers, where AI/ML models analyze the text to identify drugs, companies, people, and related information. Results are returned and displayed in your browser. User Content you submit is processed by AI/ML systems, including third-party AI model providers, to extract and analyze the information it contains. The categories of service providers involved are described in the Privacy Policy.

13.2 Accuracy. AI/ML-generated output may contain errors, inaccuracies, omissions, or outdated information. Whodini does not guarantee the accuracy, completeness, reliability, or timeliness of any output. This applies to information drawn from Whodini's databases and, in particular, to answers generated by an underlying language model from its own training data, which Whodini does not source or verify.

13.3 No Professional Advice. Service Output does not constitute medical, legal, financial, regulatory, or professional advice of any kind. You should independently verify all information before making any decision based on it.

13.4 Data Usage. Web page content scanned by the extension is processed in real time and is not retained on our servers after processing is complete unless you save it to your account. Documents, URLs, job descriptions, and questions you submit are stored in your account until you delete them and are processed by third-party AI model providers under agreements that prohibit those providers from training their models on your data. Whodini does not use User Content to train or improve AI/ML models. Whodini does not use web page content to train or improve its AI/ML models unless it obtains your separate, explicit consent.

13.5 Scoring, Comparison, and Decision Support. Where the Service provides a score, ranking, comparison, or similar assessment of how closely an individual's background appears to match criteria you supply:

The score is a heuristic. It reflects the Service's interpretation of the criteria you provide and the information available to it. It is not a measurement, it is not the result of a validated or disclosed formula, and Whodini does not represent that it is consistent, reproducible, or correct.
The score has not been validated as a predictor of job performance, suitability, or any other employment outcome, and must not be relied upon as one.
Service Output, including any score, does not constitute a recommendation, decision, or determination of any kind, including with respect to any employment, hiring, staffing, or human resources decision. Whodini does not make employment decisions about anyone.
You shall not use Service Output as the sole or determinative basis for any employment-related decision, and shall maintain independent human review of, and responsibility for, every such decision.
You are solely responsible for evaluating the accuracy, legality, and appropriateness of all Service Output, for implementing appropriate human oversight, and for conducting your own algorithmic impact assessments, bias audits, and disparate impact analyses as required by applicable law.
You are responsible for complying with all laws governing the use of artificial intelligence in employment decisions, including where applicable the Illinois Human Rights Act as amended, New York City Local Law 144 of 2021, the California Consumer Privacy Act regulations on automated decisionmaking technology, and Colorado Senate Bill 26-189. On request, Whodini will provide reasonable documentation describing how its candidate-analysis features work, to support your notices and assessments.

13.6 User Responsibility. You are solely responsible for how you use, interpret, and act upon Service Output, including your compliance with all applicable laws and regulations.

14. Data Sources and Attribution

The Service incorporates, references, or cross-references data from third-party sources, including data published by United States government agencies in the public domain and databases made available under open licenses. A current list of data sources and attributions is available at https://whodini.ai/datasources.

The Service uses data from the ChEMBL database, maintained by the European Molecular Biology Laboratory European Bioinformatics Institute (EMBL-EBI), made available under a Creative Commons Attribution-ShareAlike 3.0 Unported License (https://creativecommons.org/licenses/by-sa/3.0/), and from the IUPHAR/BPS Guide to Pharmacology, maintained by the International Union of Basic and Clinical Pharmacology and the British Pharmacological Society, made available under a Creative Commons Attribution-ShareAlike 4.0 International License (https://creativecommons.org/licenses/by-sa/4.0/).

No data source, government agency, or third-party data provider referenced by the Service endorses, sponsors, or is affiliated with Whodini. Data provided by the U.S. Food and Drug Administration, the U.S. National Library of Medicine, and the U.S. National Cancer Institute is in the public domain. Courtesy of the U.S. National Library of Medicine. NLM disclaims all liability for any use of its data.

All third-party data is provided "as is" without warranty. Whodini does not guarantee the accuracy, completeness, or timeliness of any third-party data and is not responsible for errors or omissions in it. You should independently verify any information obtained through the Service before relying on it.

15. Privacy

Our collection, use, and sharing of information in connection with the Service is described in our Privacy Policy, which is incorporated into and made a part of these Terms. By using the Service, you consent to the practices described in the Privacy Policy.

You acknowledge that the Service processes web page content that may contain personal information about third parties, and that documents, URLs, job descriptions, and other User Content you submit may contain personal information about third parties such as job candidates. You are responsible for ensuring that your use of the Service complies with applicable data protection, privacy, and employment laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), the state and local laws governing the use of artificial intelligence in employment decisions, and any other applicable laws.

16. Data Ownership and Processing

As between you and Whodini, you retain all ownership rights in the data you provide to the Service and in User Content, and Whodini does not claim ownership of your data.

16.1 Whodini as your processor. For personal information contained in User Content, you (or the organization on whose behalf you use the Service) are the business under the CCPA/CPRA and the controller under the GDPR and similar laws, and Whodini is your service provider and processor. Whodini will: (a) process such personal information only to provide the Service to you and as otherwise instructed by you in writing, and not for its own purposes; (b) not sell or share it, and not retain, use, or disclose it outside the direct business relationship with you or for any purpose other than providing the Service, except as permitted by law; (c) not incorporate it into Whodini Profiles, into the databases that power the Service for other customers, or into any AI/ML training corpus; (d) impose written obligations no less protective than these on any sub-processor it engages and remain responsible for their performance; (e) maintain the security measures described in the Privacy Policy and notify you without undue delay after becoming aware of a breach of security affecting your User Content; (f) assist you, taking into account the nature of the processing, in responding to requests from individuals to exercise their privacy rights; (g) notify you if it determines that it can no longer meet its obligations under applicable privacy law, and permit you to take reasonable steps to stop and remediate unauthorized use; (h) make available the information reasonably necessary to demonstrate compliance with these obligations; and (i) on closure of your account, or earlier at your request, delete User Content as described in the Privacy Policy unless retention is required by law.

16.2 Whodini as controller. Whodini is the controller, and the business under the CCPA/CPRA, for its own account, usage, and product data and for the Whodini Profiles and other Whodini databases described in Section 8.5. Section 16.1 does not apply to that information, which is governed by the Privacy Policy.

16.3 Aggregated data. Whodini may use aggregated, anonymized, or de-identified data derived from your use of the Service for analytics, service improvement, and research. Such data will not identify you or any individual.

16.4 Deletion. Upon termination of your account, you may request deletion of your account data and User Content by contacting privacy@whodini.ai. We will delete your data in accordance with our Privacy Policy and applicable law, subject to any legal retention obligations.

16.5 Data Processing Agreements. Organizations that require a Data Processing Agreement in connection with GDPR or other data protection regulations may request one by contacting privacy@whodini.ai.

17. Disclaimers

THE SERVICE AND ALL CONTENT, FEATURES, OUTPUT, AND FUNCTIONALITY THEREOF, INCLUDING ALL AI- AND ML-GENERATED OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WHODINI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, LEGALITY, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WHODINI MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY OUTPUT GENERATED BY THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; (D) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE, OR ACCURATE; OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, WHODINI MAKES NO WARRANTY OR REPRESENTATION REGARDING: (F) THE ACCURACY, COMPLETENESS, CONSISTENCY, OR FREEDOM FROM BIAS OF ANY SERVICE OUTPUT, INCLUDING ANY SCORE, RANKING, OR COMPARISON; (G) COMPLIANCE OF THE SERVICE OR ITS OUTPUT WITH ANY AI GOVERNANCE, ANTI-DISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, OR AUTOMATED EMPLOYMENT DECISION TOOL LAW; OR (H) WHETHER YOUR USE OF THE SERVICE WILL RESULT IN NON-DISCRIMINATORY OUTCOMES OR BE FREE FROM DISPARATE IMPACT.

THE SERVICE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR CONDITION. ANY PHARMACEUTICAL OR MEDICAL INFORMATION PROVIDED BY THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

18. Limitation of Liability

18.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHODINI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WHODINI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Employment-Related Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHODINI SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM YOUR EMPLOYMENT, HIRING, STAFFING, SOURCING, OR HUMAN RESOURCES DECISIONS BASED ON OR INFORMED BY THE SERVICE OR SERVICE OUTPUT, INCLUDING WITHOUT LIMITATION ANY CLAIM ALLEGING DISCRIMINATION, DISPARATE IMPACT, BIAS, OR VIOLATION OF ANY AI GOVERNANCE, AUTOMATED EMPLOYMENT DECISION TOOL, EQUAL EMPLOYMENT OPPORTUNITY, OR ANTI-DISCRIMINATION LAW. THIS SECTION DOES NOT APPLY WHERE APPLICABLE LAW VOIDS OR PROHIBITS SUCH AN ALLOCATION.

18.3 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHODINI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO WHODINI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

18.4 Basis of the Bargain. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND WHODINI, AND THAT WHODINI WOULD NOT PROVIDE THE SERVICE WITHOUT SUCH LIMITATIONS. THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.5 Exceptions. NOTHING IN THIS SECTION SHALL LIMIT LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification

You agree to indemnify, defend, and hold harmless Whodini AI, Inc., WARP 10 AI, LLC, and their respective officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or in connection with:

Your use or misuse of the Service;
Your violation of these Terms or the Privacy Policy;
Your violation of any applicable law, regulation, or third-party right;
Your violation of any third-party terms of service or license agreement in connection with your use of the Service on third-party websites;
Any claim that your User Content infringes or misappropriates the intellectual property rights of any third party, or that you lacked the rights or legal basis to submit it;
Any decision, action, or omission you make based on information or output provided by the Service, including but not limited to employment decisions, business decisions, medical decisions, or regulatory compliance decisions; or
Any claim by a third party arising from your use of the Service on their website or platform.

Whodini will provide you with prompt written notice of any such claim and will cooperate with you, at your expense, in the defense of such claim. Whodini reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You may not settle any claim in a manner that imposes any obligation or liability on, or requires any admission by, an Indemnified Party without that party's prior written consent.

20. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT ALSO CONTAINS A CLASS ACTION WAIVER.

20.1 Your Right to Opt Out of Arbitration

You may opt out of the arbitration agreement and class action waiver in this Section 20 by sending written notice to support@whodini.ai within thirty (30) days of first accepting these Terms or, if you had an account before the Effective Date above, within thirty (30) days of that Effective Date. Your notice must include your name and the email address associated with your account and must state that you are opting out of arbitration. If you opt out, Section 21 governs any dispute, and opting out will not affect any other part of these Terms or your use of the Service.

20.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Whodini at support@whodini.ai with a written description of your claim, including the facts giving rise to the dispute, the amount in controversy (if any), and the specific relief sought. Both parties agree to negotiate in good faith to resolve the dispute informally for at least sixty (60) days from the date the notice is received. If the dispute cannot be resolved informally within that period, either party may proceed as set forth below.

20.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service, including the formation, interpretation, breach, termination, or validity thereof, including whether the claims asserted are arbitrable, that cannot be resolved through informal negotiation as described in Section 20.2, shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect (the "JAMS Rules"), except as modified herein.

The arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS Rules. The arbitration shall take place in the State of Delaware, or at such other location as the parties may mutually agree, or by videoconference if permitted under the JAMS Rules. The language of the arbitration shall be English.

The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including injunctive or other equitable relief and specific performance. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that the circumstances warrant a different allocation pursuant to applicable law or the JAMS Rules. The costs of the arbitrator and JAMS administrative fees shall be allocated in accordance with the JAMS Rules.

Exceptions to Arbitration. Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for claims within the jurisdictional limits of such court; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

20.4 Class Action Waiver

YOU AND WHODINI AGREE THAT EACH PARTY 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. Unless both you and Whodini agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, consolidated, or representative proceeding.

If this class action waiver is found to be unenforceable with respect to a particular claim or request for relief, then that claim or request for relief shall be severed from the arbitration and may be litigated in court, subject to the governing law and jurisdiction provisions of Section 21. All remaining claims shall continue to be resolved in arbitration.

20.5 Waiver of Jury Trial

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND WHODINI EACH WAIVE ANY RIGHT TO A JURY TRIAL.

20.6 Time Limitation on Claims

Any claim arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues. Any claim not brought within this period is permanently barred. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.

21. Governing Law and Jurisdiction

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of the arbitration agreement in Section 20.

To the extent that any claim or dispute is not subject to arbitration as set forth in Section 20 (including the exceptions therein and any opt-out under Section 20.1), the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. Each party waives any objection to jurisdiction and venue in such courts, including any argument of forum non conveniens.

22. Export Controls and Sanctions

The Service may be subject to United States export control laws, including the Export Administration Regulations, and economic sanctions regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). You represent and warrant that you are not located in, and you will not use the Service from, any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other country or region subject to comprehensive U.S. sanctions), and that you are not on any U.S. government restricted party list.

23. Termination and Suspension

23.1 Termination by You

You may terminate your account and stop using the Service at any time by uninstalling the extension and contacting us at support@whodini.ai to request account deletion.

23.2 Termination or Suspension by Whodini

Whodini may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including but not limited to:

Breach of these Terms, including the Acceptable Use provisions in Section 7;
Conduct that we reasonably believe may create liability for Whodini;
Extended periods of inactivity;
Request by law enforcement or other government authority;
Discontinuation or material modification of the Service; or
Technical or security issues.

Where practicable, we will provide reasonable notice before suspension or termination, except where immediate action is necessary to protect the integrity, security, or availability of the Service or to comply with legal requirements.

23.3 Effect of Termination

Upon termination for any reason: (a) your license to use the Service immediately terminates; (b) you must cease all use of the Service and uninstall the extension; and (c) you may request deletion of your account data and User Content in accordance with our Privacy Policy.

The following Sections survive termination of these Terms: 8 (Intellectual Property and Proprietary Rights), 9 (Confidentiality), 10 (Non-Disclosure of Service Details), 11 (Release of Claims), 12 (Third-Party Websites), 16 (Data Ownership and Processing), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), 20 (Dispute Resolution), 21 (Governing Law), and this Section 23.3.

24. Chrome Web Store Compliance

The Whodini browser extension is distributed through the Chrome Web Store and complies with applicable Chrome Web Store policies, including the User Data Policy and Limited Use requirements. In the event of any conflict between these Terms and mandatory Chrome Web Store policies, the Chrome Web Store policies shall prevail to the extent of the conflict.

25. Marketing and Publicity

By creating an account or using the Service, you grant Whodini permission to use your name and logo in Whodini's client lists, website, and promotional materials to identify you as a customer or user. If you are using the Service on behalf of an organization, this permission applies to that organization's name and logo. You may revoke this permission at any time by submitting a written request to support@whodini.ai, and Whodini will cease using your name and logo in new marketing materials and will remove them from Whodini's website and client lists within thirty (30) days.

This Section applies to accounts provided at no charge and does not apply where a separate written agreement between Whodini and your organization governs the use of your name and marks.

26. Modifications to These Terms

Whodini reserves the right to modify these Terms at any time, for any reason, in its sole discretion, including but not limited to changes to pricing, features, service tiers, arbitration provisions, and liability provisions.

Modified Terms will be posted on our website and will take effect immediately upon posting. The "Effective Date" at the top of these Terms will be revised accordingly. Whodini is not obligated to provide advance notice of any modification, though it may choose to do so.

Your continued access to or use of the Service after modified Terms have been posted constitutes your acceptance of the modified Terms in their entirety, superseding all prior versions. If you do not agree to the modified Terms, you must immediately cease all use of the Service. We encourage you to review these Terms periodically.

27. General Provisions

27.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Whodini with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Whodini regarding the Service.

27.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

27.3 Waiver

The failure of Whodini to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Whodini to be effective.

27.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Whodini's prior written consent. Whodini may assign these Terms freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to an affiliate. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

27.5 No Third-Party Beneficiaries

Except for the parties whose liability is limited under Section 18, the Indemnified Parties identified in Section 19, and the released parties identified in Section 11.2, these Terms do not confer any rights or remedies on any person or entity other than the parties hereto.

27.6 Notices

All notices from Whodini to you may be sent to the email address associated with your account. All notices from you to Whodini must be sent to support@whodini.ai. Notices are deemed received when sent by email, provided the sender does not receive an automated non-delivery notification.

27.7 Force Majeure

Whodini shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, government actions, power failures, internet disturbances, or third-party service provider failures.

27.8 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

28. Contact Information

For questions or concerns regarding these Terms, please contact:

Whodini AI, Inc.
Support: support@whodini.ai
Privacy requests: privacy@whodini.ai
Mailing address: 36 Green Acre Lane, Westport, CT 06880
Website: https://whodini.ai