Terms for using Clask

These Terms of Service include Disclaimers and a Limitation of Liability that limit Clask's liability. With very limited exceptions, disputes between you and Clask must be resolved by binding arbitration and not in court.

Welcome

Clask, Inc. and its affiliated entities ("Clask", "we", "us", "our") provide a customer-relationship and inbox-automation platform, together with related tools and API data feeds (the "Platform"), to help Whatnot sellers sync buyer and order data, segment audiences, run direct-message campaigns, automate inbox support replies, and push segments to advertising platforms such as Meta.

This is a binding agreement between Clask and both you and the entity you represent, if applicable (collectively "you"). These Terms of Service (the "Agreement") govern your access and use of the Platform and any other products or services provided by Clask through the Platform. The Clask Privacy Policy explains how we use personal data the Platform collects.

Before using the Platform, please read this entire Agreement carefully. If you do not agree, stop using the Platform immediately. If you access or use the Platform in any way, you agree that you: (i) have read and understand this Agreement; (ii) have the authority to bind yourself and any entity you represent; (iii) accept this Agreement; and (iv) will not use the Platform in a manner that violates any rules, terms, or agreements of Whatnot or any other platform Clask integrates with that apply to you.

You acknowledge and accept that Clask cannot prevent Whatnot or any other integrated platform from modifying their rules, terms, or agreements that affect or apply to you. If any such modification is unacceptable to you, your only recourse is to disconnect that platform and cease using the affected features, or terminate this Agreement in accordance with the Termination & Suspension process below.

What's the Platform?

The Platform lets Whatnot sellers and their authorized team members connect one or more Whatnot accounts, sync buyer and order data, build audience segments, send DM campaigns, configure inbox support automations, and export segments to advertising platforms. Clask operates these features on your behalf through your connected accounts. Clask is a software tool; it is not a party to, and has no responsibility for, your relationship with Whatnot, your buyers, or any other third party.

Business Use Only

Clask may only be used for business purposes. If you operate as an individual, you may use Clask only as the sole proprietor of your business. Clask is not available to consumers, or to persons using the Platform primarily for personal, family, or household purposes. Clask's direct competitors are prohibited from accessing or using the Platform, except with Clask's prior written consent, and the Platform may not be accessed for any benchmarking or competitive purposes.

Contact Us

You may contact us regarding the Platform or this Agreement at support@clask.ai.

Changes to this Agreement and the Platform

This Agreement is effective as of the Last Updated date above. We may update this Agreement from time to time as the Platform evolves, by updating the Last Updated date. If a revision is material, we will provide at least thirty (30) days' notice prior to the new terms taking effect by posting a notice on our website or sending an email to the address associated with your account. Continuing to use the Platform after the update becomes applicable to you constitutes your acceptance of the current Agreement. If you do not agree to the updated Agreement, you may terminate your account before the new terms take effect. Notwithstanding the foregoing, Clask may, at any time and in its sole discretion, modify or discontinue any portion of the Platform, either temporarily or permanently.

Registration

Accounts & User IDs

You must be 18 years of age or older to create an account and access the Platform. To access the Platform, you must register using an email address. Your Clask account is linked to the Whatnot account(s) you authorize the Platform to access by inviting the Clask support member we provide to your Whatnot team with Support access. If you manage more than one Whatnot account, your Clask account can be used to administer some or all of them, as permitted by your plan.

You must provide information that is accurate, complete, and current at all times, and you are responsible for safeguarding the credentials used to access the Service. You are responsible for all acts, omissions, and content carried out under your account, and Clask will consider all activity under your account as authorized by you. You agree to notify Clask immediately of any unauthorized use of your account or any other breach of security.

Platform Services

Use License

Subject to your compliance with these Terms and payment of all applicable fees, Clask grants you a non-exclusive, non-transferable, revocable license to access and use the Platform during the applicable subscription term, solely for your internal business purposes in connection with managing seller operations, buyer relationships, and CRM activities on supported platforms, including Whatnot. Clask reserves all rights not expressly granted herein.

Plan Scope & Account Pausing

Each subscription entitles you to operate the number of connected accounts permitted by your plan. Account pausing exists to preserve an account's data while you are temporarily not operating it, and a paused account cannot be resumed for seven (7) days. You agree not to use pausing or any other feature to circumvent your plan's account limits, such as cycling accounts in and out to operate more than your plan allows. Clask may treat such circumvention as a material breach and require an upgraded plan, restrict access, or suspend or terminate affected accounts.

Outside Services

The Platform provides, embeds, integrates, connects, or links to third-party services, data, content, products, and software (collectively, "Outside Services"), including Whatnot, Meta, and payment providers. Clask makes no warranties in relation to, nor does it endorse or guarantee, Outside Services or their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Outside Services are controlled by the third-party provider, not Clask, and may be subject to additional legal terms ("Outside Terms"). Your acceptance of any Outside Terms may create an agreement between you and the third party; Clask is not a party to Outside Terms and disclaims all liability for Outside Services and any act or omission of any provider of Outside Services.

Service Availability & Support

Clask will use commercially reasonable efforts to make the Service available and to provide customer support via email at support@clask.ai during standard business hours. The Service depends on third-party platforms, including Whatnot and its APIs. Clask is not responsible for downtime, changes, or disruptions caused by third-party platforms. If a platform materially restricts or revokes Clask's access such that the Service cannot be substantially provided, Clask will notify affected users promptly, and affected users may terminate their subscription and receive a pro-rated refund for the unused portion of their current billing cycle.

Platform Compliance

Clask is designed to operate in accordance with the terms of service and policies of the platforms it integrates with, including Whatnot. Clask will use commercially reasonable efforts to maintain compliance with applicable platform policies and to adapt the Service as those policies evolve. However, Clask does not guarantee uninterrupted access to any third-party platform.

Payments

Fees

Clask charges the fees shown in your plan's billing settings or any applicable order form (the "Platform Fees"). By using the Platform, you agree to pay all Platform Fees. Subject to applicable law and any order form, Clask reserves the right to adjust its pricing and fees at any time.

Payment Method

To use paid features of the Platform, you must provide and maintain at least one valid payment method. You authorize Clask to run authorizations on payment methods you provide, to store payment details as your payment method, and to charge your payment method for amounts owed under this Agreement. By providing payment method information, you represent that you are legally authorized to provide it and to make payments using it, and that doing so does not violate applicable law.

Payment Processing

Payment processing services for the Platform are provided by a third-party payment processor. As of the Last Updated date, Stripe, Inc. is Clask's payment provider. All payments facilitated by the Platform are processed by the payment provider, which may require you to enter a separate agreement with it. Clask is not a party to your agreements with any payment provider and has no liability under such agreements.

Trial Use Policy

We may offer a free trial to new customers for evaluation purposes. Only one trial per individual or entity is permitted. If we reasonably determine that a user has created multiple accounts to circumvent this policy, we reserve the right to terminate the additional accounts and charge the payment method on file for the standard cost of the Service. Indicators of abuse may include matching payment information, email addresses, IP addresses, or other identifiers across accounts.

Refunds

We offer a 7-day refund policy from the date of your most recent payment. If you are not satisfied with the Service, you may request a refund within this 7-day window by contacting support@clask.ai. Refunds will not be granted for any payments beyond this 7-day period, except as expressly provided under Service Availability & Support above. You may cancel at any time through your account dashboard; once canceled, you will not be charged again, and your access will continue until the end of the current billing cycle.

Non-Payment

If you fail to pay any Platform Fees or other amounts when due, Clask may, without notice, (i) temporarily suspend or permanently revoke your access to the Platform, (ii) charge any amounts due to any payment method on file for you, and (iii) pursue any other remedies available under applicable law or this Agreement. Notwithstanding any suspension or revocation, you remain responsible and liable for any amounts payable to Clask.

Content & Rights

When you use the Platform, you will have access to: (i) content that we provide on and through the Platform ("Our Content"), (ii) content that you supply, provide, or upload while using the Platform ("Your Content"), and (iii) data that you provide through your account or that we collect or sync from your use of the Platform, including buyer and order data ("Your Data"). You agree that you have all appropriate rights to provide Your Content and Your Data to and through the Platform and to permit its use in accordance with this Agreement and the Privacy Policy.

Our Content; Ownership of Platform

Clask and its licensors own all right, title, and interest in the Platform and all intellectual property, software, technology, algorithms, designs, text, graphics, user interfaces, trademarks, logos, and documentation related to or contained within the Platform, including any update, adaptation, or derivative work. Clask expressly reserves all rights, and you obtain no ownership or proprietary rights in the Platform by virtue of your use.

Your Content & Your Data

You retain all right, title, and interest in and to Your Content and Your Data, including buyer lists, segment configurations, campaign content, and order data. Clask does not claim ownership of Your Data. Any reports, analytics, or insights generated by the Service using Your Data belong to you. You grant Clask a limited, non-exclusive, royalty-free, worldwide license to access, store, and use Your Content and Your Data solely to provide, secure, and improve the Service, as described in this Agreement and the Privacy Policy. We may deidentify Your Data and use aggregate deidentified data that does not identify you or any individual to improve the Service and develop new features, subject to the Privacy Policy and applicable law.

Confidentiality

Each party may receive or have access to confidential information of the other party ("Confidential Information"), including business strategies, buyer data, campaign performance data, pricing, and technical data. Each party agrees to hold the other party's Confidential Information in strict confidence, not disclose it to any third party without prior written consent, and use it only as necessary to fulfill its obligations or exercise its rights under these Terms. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known prior to disclosure, is independently developed, or is required to be disclosed by law. These obligations survive termination for a period of three (3) years.

Permitted Use

You are only permitted to use Our Content and the Platform for the purposes described in this Agreement. You agree to communicate honestly and provide true, complete, and accurate information through the Platform. You may not (collectively, "Prohibited Use"): (a) access or use the Platform in any way not expressly permitted by this Agreement; (b) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the Platform available to any third party; (c) modify, translate, or create derivative works based upon the Platform; (d) reverse engineer or access the Platform in order to build a competitive product or service, or copy any features, functions, or graphics of the Platform; (e) attempt to, assist, or encourage others to circumvent, disable, or defeat any security features that protect the Platform; (f) use or access the Platform in a manner that violates the rights (including intellectual property rights) of any third party; (g) upload or transmit any content that violates any law or that is, in Clask's sole judgment, offensive, hateful, obscene, or defamatory; or (h) use the Platform in any manner that violates any rules, terms, or agreements of Whatnot or any other integrated platform that apply to you.

You must promptly notify Clask if you know or suspect any Prohibited Use through your account. We may investigate and take any action we deem appropriate if we believe you have violated this Agreement, misused the Platform, or behaved in a way we deem inappropriate or unlawful.

Termination & Suspension

You may use the Platform until your use is suspended or terminated as provided in this Agreement. This Agreement may be terminated as follows: (i) Your closure — you may cancel your subscription and close any account you control following the instructions provided on the Platform; (ii) Non-payment — Clask may suspend access or terminate your account, effective on written notice, if you fail to pay any amount when due and the failure continues for more than ten (10) days after written notice; (iii) Material breach — either party may terminate on written notice if the other party materially breaches this Agreement and, where curable, the breach remains uncured after thirty (30) days; and (iv) Insolvency — this Agreement will terminate immediately if you become insolvent, become subject to any bankruptcy or insolvency proceeding, make a general assignment for the benefit of creditors, or come under the control of a receiver.

Notwithstanding the foregoing, if you violate this Agreement or engage in any Prohibited Use, Clask may temporarily or indefinitely suspend or disable your account. Upon termination, your right to use the Platform will immediately cease. Clask will make Your Data available for export for a period of thirty (30) days following termination, after which Clask may delete Your Data in accordance with its data retention policies. Payment obligations accruing prior to termination remain due and payable. The rights and obligations under Payments, Content & Rights, Liability, Dispute Resolution, General Provisions, and this Termination & Suspension section survive any suspension, termination, or expiration of this Agreement.

Representations & Warranties

In addition to representations and warranties made elsewhere in this Agreement, you represent and warrant that: (i) you have the full right and authority to enter into and perform your obligations, provide Your Data, and grant the licenses specified in this Agreement; (ii) the information you provide to Clask and any other party will be true, honest, and accurate; (iii) you will act in full compliance with all applicable laws and regulations, including any rules of the platforms Clask integrates with; and (iv) no other contract, agreement, or obligation prevents or restricts your ability to comply with this Agreement. Clask represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations and grant the licenses specified in this Agreement.

Liability

Disclaimers

USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLASK DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS. CLASK DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY RESULTS, OR BE ERROR-FREE OR UNINTERRUPTED. CLASK IS NOT RESPONSIBLE OR LIABLE FOR (i) THE ACTS, ERRORS, OMISSIONS, OR NEGLIGENCE OF ANYONE ELSE, INCLUDING PAYMENT PROVIDERS, WHATNOT, META, BUYERS, OR OTHER USERS, OR (ii) ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH ANY THIRD-PARTY PLATFORM.

Limitation of Liability

Except for indemnification obligations, Platform Fees, and any breach by you of Clask's intellectual property rights, to the fullest extent allowed by applicable law: (i) IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, AND ASSIGNS BE LIABLE—WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY—FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (a) THE AMOUNT OF FEES ACTUALLY PAID TO CLASK BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (b) $1,000.

Indemnification

Clask will defend and indemnify you from and against any third-party claims alleging that the Platform or its operation infringes upon any third-party intellectual property or privacy rights, except to the extent caused by you. You will defend and indemnify Clask (including its officers, directors, affiliates, employees, agents, successors, and assigns) from and against any third-party claims relating to: (i) your access to or use of the Platform; (ii) any breach of your warranties, representations, or obligations under this Agreement; (iii) any violation of applicable law (including any privacy law) or the rights of a third party; and (iv) any of Your Data or Your Content you provide through the Platform. This obligation survives any suspension, termination, or cessation of your use of the Platform.

Dispute Resolution

Any dispute, claim, or controversy between you, on the one hand, and Clask, on the other, arising from or relating in any way to this Agreement, the Platform, or Clask's relationship with you (collectively, a "Dispute"), will be exclusively resolved through binding individual arbitration or local small-claims court, as provided in this section. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND CLASK ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION TO RESOLVE ANY DISPUTE.

Informal Process First

In the event of any Dispute, you or Clask will first contact the other and make a good-faith effort to resolve the Dispute for not less than thirty (30) days before initiating arbitration or filing in small claims court.

Arbitration Agreement and Class Action Waiver

After the informal dispute resolution period, any remaining Dispute will be resolved by binding individual arbitration, including threshold questions of arbitrability. Any Dispute will be settled by final and binding arbitration, in the English language, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. Notwithstanding the foregoing, either party may bring an action in a court of proper jurisdiction for equitable relief, pending a final decision by the arbitrator.

Small Claims Court Exception

You may instead assert your claim in small-claims court, but only if your claim qualifies, remains in such court, and remains on an individual, non-representative, and non-class basis.

Governing Law and Jurisdiction

This Agreement will be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. You agree that Clask may initiate a proceeding related to the enforcement or validity of Clask's intellectual property rights in any court having jurisdiction. Subject to the Arbitration Agreement and Class Action Waiver above, you and Clask consent to the exclusive jurisdiction and venue of the federal and state courts located in Delaware.

General Provisions

Privacy

By accessing or using the Platform, you agree to be bound by the Clask Privacy Policy, which governs Clask's collection and use of your information. If you do not agree, you may not use the Platform.

Publicity

With your prior written consent, you grant Clask a non-exclusive, worldwide, royalty-free, revocable license to use your business name, trademark, and logo to identify you as a Clask customer on Clask's website and in marketing materials, including "Trusted By" sections and customer lists. You may revoke this permission at any time by contacting support@clask.ai, and Clask will remove your branding within ten (10) business days.

Interpretation

Any words following "including," "include," "for example," "such as," or any similar expression are illustrative and non-exhaustive. The word "or" is not exclusive. The failure of either party to exercise any right under this Agreement does not waive any further rights.

Force Majeure

In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations to the extent such failure or delay is caused by circumstances beyond our reasonable control.

Miscellaneous

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and Clask with respect to the Platform and supersede all prior or contemporaneous communications and proposals. If any provision is determined to be void, invalid, or unenforceable by a court of competent jurisdiction, that determination will not affect the remaining provisions. Clask may transfer or assign this Agreement in the event of a change of control, including a merger, acquisition, or sale of all or substantially all of Clask's assets. Any attempt by you to transfer or assign this Agreement or your rights or obligations is void without Clask's prior written consent. There are no third-party beneficiaries intended under this Agreement, and you are not an employee, agent, partner, or joint venturer of Clask.

Contact

If you have any questions about these Terms, please contact us at support@clask.ai.