Terms of Service

Introduction and Agreement to Terms

Welcome to Whopreviews. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "user," or "member") and Vertial Holdings Pty Ltd ACN 629 494 926, trading as Whopreviews ("Whopreviews," "we," "our," or "us"), an Australian company.

By accessing, browsing, or using the Whopreviews website at whopreviews.com (the "Site," "Platform," or "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately discontinue use of the Service. Your continued use of the Service constitutes your acceptance of these Terms and any future modifications.

Use of Service

Eligibility and Age Requirements

You must be at least 13 years of age to use this Service. If you are between 13 and 18 years old (or the age of majority in your jurisdiction), you may only use the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms. By using the Service, you represent and warrant that you meet these age requirements and have the legal capacity to enter into this Agreement.

For users in the European Union: If you are under 16 years old, you may only use our Service with parental or guardian consent in accordance with GDPR requirements.

Account Registration and Security

When you create an account with Whopreviews, you agree to provide accurate, current, and complete information during the registration process. You must update your information promptly if it changes. Providing false or misleading information may result in account suspension or termination.

Account Security Responsibilities:

• You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password
• You must notify us immediately of any unauthorized use of your account or any security breach
• You are responsible for all activities that occur under your account, whether or not you authorized such activities
• We are not liable for any loss or damage arising from your failure to protect your account credentials
• You may not share your account with others or allow multiple users to access a single account
• You may not transfer, sell, or assign your account to any third party without our written consent

Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to engage in any of the following prohibited activities:

Enforcement: We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including removing content, suspending accounts, reporting to law enforcement, and pursuing legal action.

User Content and Reviews

Ownership of Your Content

You retain all ownership rights to the content you submit, post, upload, or transmit to the Service, including but not limited to reviews, ratings, comments, testimonials, photos, videos, and other materials (collectively, "User Content"). However, by posting User Content on Whopreviews, you grant us certain rights as described below.

License Grant to Whopreviews

By submitting User Content to the Service, you grant Whopreviews and its affiliates a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to:

• Use, copy, reproduce, process, adapt, modify, publish, transmit, and display your User Content
• Distribute your User Content across the Service and through third-party platforms
• Create derivative works based on your User Content (e.g., excerpts, summaries, compilations)
• Incorporate your User Content into other works or media
• Sublicense these rights to third parties (e.g., syndication partners, API consumers)
• Use your User Content for marketing, promotional, and commercial purposes

This license continues even if you stop using the Service or delete your account, as your content may have been shared, indexed, or cached by us or third parties.

User Content Standards and Guidelines

To maintain the integrity and trustworthiness of our platform, all User Content must comply with the following standards:

Representations and Warranties

By submitting User Content, you represent and warrant that:

• You own or have the necessary rights, licenses, and permissions to submit the content
• Your content does not violate any third-party rights or applicable laws
• Your content is accurate and not misleading
• You have obtained all necessary consents from individuals featured in your content
• You will comply with all applicable laws regarding consumer reviews and testimonials

Content Moderation and Removal

Whopreviews reserves the right, but not the obligation, to monitor, review, edit, remove, or disable access to any User Content at any time and for any reason, including content that:

• Violates these Terms of Service or our content standards
• Is reported by other users as inappropriate or harmful
• Infringes on third-party intellectual property rights
• Is suspected to be fraudulent, fake, or manipulated
• Is deemed objectionable, offensive, or harmful to our community
• Violates applicable laws or legal requirements

We may also suspend or permanently terminate accounts that repeatedly violate our content policies or engage in abusive behavior. Content removal decisions are made at our sole discretion and are final.

No Obligation to Monitor

While we have the right to monitor User Content, we are not obligated to do so and cannot guarantee that all content will be reviewed before publication. We are not responsible for the accuracy, quality, legality, or appropriateness of User Content posted by third parties.

Intellectual Property Rights

Whopreviews Proprietary Rights

The Service and all of its original content, features, functionality, design, layout, user interface, graphics, logos, trademarks, service marks, trade names, and other intellectual property (excluding User Content) are and will remain the exclusive property of Vertial Holdings Pty Ltd and its licensors.

The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Australia, the United States, and other countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

Restrictions on Use

Except as expressly permitted in these Terms, you may not, without our prior written permission:

• Copy, modify, reproduce, republish, upload, post, transmit, or distribute any portion of the Service
• Create derivative works based on the Service or its content
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service
• Use the Service for commercial purposes without a license agreement
• Frame, mirror, or embed the Service on another website without authorization
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use our trademarks, logos, or branding without explicit written permission

Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use. This license does not include any right to collect, aggregate, copy, duplicate, display or derive commercial benefit from any portion of the Service.

Copyright Infringement Claims (DMCA)

We respect the intellectual property rights of others and expect our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at legal@whopreviews.com with the following information:

• A description of the copyrighted work that you claim has been infringed
• The URL or location on our Service where the infringing material is located
• Your contact information (name, address, telephone number, email address)
• A statement that you have a good faith belief that the use is not authorized
• A statement, under penalty of perjury, that the information is accurate
• Your physical or electronic signature

Third-Party Links, Content, and Services

External Links and Websites

Our Service may contain links to third-party websites, services, products, or resources, including but not limited to:

• Whop.com product pages and community pages
• Affiliate links to products and services we review
• Social media platforms and external content
• Payment processors and merchant websites
• Third-party analytics and tracking services

Important Disclaimers: These links are provided for your convenience only. We do not control, endorse, or assume responsibility for the content, privacy policies, practices, products, or services of any third-party websites or services. Your use of third-party websites is at your own risk and subject to their terms and conditions.

Independence from Whop Inc.

No Warranty for Third-Party Content

We make no warranties or representations about the accuracy, reliability, completeness, or timeliness of third-party content, products, or services. We are not responsible for:

• The quality, safety, legality, or accuracy of third-party products or services
• Transactions between users and third-party merchants
• Disputes, claims, or damages arising from third-party products or services
• Changes to third-party websites, pricing, availability, or terms
• Privacy practices or data collection by third-party websites

Disclaimer of Warranties

IMPORTANT LEGAL NOTICE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Whopreviews and Vertial Holdings Pty Ltd expressly disclaim all warranties, including but not limited to:

• Implied warranties of merchantability: We do not warrant that the Service is suitable for any particular purpose or meets your requirements
• Fitness for a particular purpose: We make no guarantees that the Service will fulfill your specific needs
• Non-infringement: We do not warrant that the Service or User Content will not infringe third-party rights
• Accuracy and reliability: We do not guarantee the accuracy, completeness, reliability, or timeliness of any content, reviews, ratings, or information on the Service
• Uninterrupted or error-free operation: We do not warrant that the Service will be available, uninterrupted, secure, or free from errors, bugs, or viruses
• Defect correction: We do not guarantee that defects, errors, or issues will be corrected or resolved

Specific Disclaimers:

• User reviews and ratings reflect individual opinions and experiences and may not be representative of all users
• Product information, pricing, and availability are subject to change without notice
• We do not endorse, verify, or guarantee the accuracy of user-submitted content
• AI-generated content (such as product analysis) is provided for informational purposes only and may contain errors or inaccuracies
• Affiliate links and commissions do not constitute endorsements or recommendations

Your Responsibility: You acknowledge that your use of the Service is at your sole risk. You are responsible for evaluating the accuracy, completeness, and usefulness of all content, reviews, and information before making any purchasing decisions.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

Whopreviews, Vertial Holdings Pty Ltd, and our officers, directors, employees, agents, partners, suppliers, affiliates, and licensors (collectively, the "Whopreviews Parties") SHALL NOT BE LIABLE FOR:

Maximum Liability Cap: In no event shall the total aggregate liability of the Whopreviews Parties exceed the greater of (a) the amount you paid to us in the twelve (12) months preceding the event giving rise to the liability, or (b) AUD $100 (Australian Dollars).

These limitations apply regardless of the legal theory on which the claim is based, whether in contract, tort (including negligence), strict liability, warranty, or any other legal theory, and whether or not we have been advised of the possibility of such damages.

Australian Consumer Law: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. If Australian Consumer Law or other mandatory consumer protection laws apply to you, nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be lawfully excluded, restricted, or modified. Our liability for breach of any non-excludable consumer guarantee is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.

Indemnification

You agree to indemnify, defend, and hold harmless Whopreviews, Vertial Holdings Pty Ltd, and our respective officers, directors, employees, agents, partners, affiliates, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your access to or use of the Service
• Your violation of these Terms of Service or any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights
• Any User Content you submit, post, or transmit through the Service
• Your fraud, willful misconduct, or negligence
• Any disputes between you and other users of the Service
• Any unauthorized use of your account by third parties due to your failure to protect your credentials
• Your breach of any representations or warranties made in these Terms

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with us in asserting any available defenses.

This indemnification obligation will survive the termination or expiration of these Terms and your use of the Service.

Dispute Resolution and Governing Law

Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Commonwealth of Australia and the State of Victoria, without regard to conflict of law principles.

Jurisdiction and Venue

Subject to the arbitration provisions below, you irrevocably agree that the courts of Victoria, Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.

Informal Dispute Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at legal@whopreviews.com to attempt to resolve the dispute informally. We will make a good faith effort to resolve disputes through informal negotiation within 30 days of receiving your notice.

Binding Arbitration

If we cannot resolve the dispute informally, you and Whopreviews agree that any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through binding arbitration conducted in accordance with the Resolution Institute Arbitration Rules (Australia), except as modified by these Terms.

Class Action Waiver

YOU AND WHOPREVIEWS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING.

You waive your right to participate in a class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or collective proceeding. Unless both you and Whopreviews agree otherwise, the arbitrator may not consolidate more than one person's claims.

Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or proprietary rights.

Termination and Suspension

Our Right to Terminate

We reserve the right to suspend, restrict, or terminate your access to the Service (in whole or in part) and your account immediately, without prior notice or liability, for any reason whatsoever, including but not limited to:

• Breach or violation of these Terms of Service
• Violation of applicable laws, regulations, or third-party rights
• Fraudulent, abusive, or illegal activity
• Repeated posting of prohibited content
• Harassing or threatening behavior toward other users or our staff
• Requests by law enforcement or government agencies
• Unexpected technical or security issues
• Extended periods of inactivity
• At our sole discretion, for any other reason

Your Right to Terminate

You may terminate your account at any time by contacting us at support@whopreviews.com or by using the account deletion feature if available. Upon termination, you will no longer have access to your account or any associated data.

Effect of Termination

Upon termination of your account or access to the Service:

• Your right to access and use the Service will cease immediately
• We may delete your account information and User Content from our servers
• We are not obligated to retain or provide you with copies of your User Content
• You will remain liable for any obligations incurred prior to termination
• We may retain certain information as required by law or for legitimate business purposes
• User Content that was shared publicly may remain accessible if cached or indexed by third parties

Survival

All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, dispute resolution provisions, and any other provisions that are intended to survive termination.

Changes and Modifications to Terms

Right to Modify

We reserve the right to modify, amend, update, or replace these Terms of Service at any time, at our sole discretion. When we make changes, we will update the "Last Updated" date at the top of this page and may provide additional notice as described below.

Notice of Material Changes

If we make material changes to these Terms that substantially affect your rights or obligations, we will provide advance notice by one or more of the following methods:

• Posting a prominent notice on our website or within the Service
• Sending an email notification to the email address associated with your account
• Displaying an in-app notification when you log in to the Service

For material changes, we will provide at least 30 days' notice before the new Terms take effect. Non-material changes or clarifications will take effect immediately upon posting.

Acceptance of Changes

Your continued access to or use of the Service after the revised Terms become effective constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.

Responsibility to Review

It is your responsibility to periodically review these Terms for any changes. We recommend checking this page regularly to stay informed of updates. The "Last Updated" date at the top indicates when the Terms were last modified.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Service, constitute the entire agreement between you and Whopreviews concerning your use of the Service and supersede all prior agreements and understandings.

Severability

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

Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign, transfer, or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms or any rights hereunder without restriction, including to any successor or acquirer of our business.

Force Majeure

We shall not be liable for any failure to perform our obligations under these Terms where such failure results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated.

Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information

If you have any questions, concerns, or feedback about these Terms of Service, or if you need to report a violation of these Terms, please contact us using one of the methods below: