Terms of Service
Whaleform Inc.
Last updated: August 22, 2026
These Terms of Service (these "Terms") are a binding agreement between Whaleform Inc. (doing business as Whalesync) ("Whalesync," "we," "us," or "our"), a Delaware corporation with offices at 390 NE 191st St STE 8026, Miami, FL 33179, and the person or entity that accepts them ("Customer," "you," or "your"). By creating an account, accessing or using the Services, or clicking to accept these Terms, you agree to them. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and "you" means that entity.
If you do not agree to these Terms, do not use the Services.
1. The Services
1.1 Services. The "Services" are the software-as-a-service products that Whalesync makes available, including the Whalesync data synchronization platform and any related applications, APIs, and features, together with the whalesync.com website (the "Site"). The Services are business tools intended for commercial use by users who are at least 18 years old.
1.2 Accounts. You must provide accurate account information and keep it current. You are responsible for activity under your account and for safeguarding your credentials. Notify us promptly at security@whalesync.com of any unauthorized use of your account.
1.3 Changes to the Services. We may improve and modify the Services. We will not materially degrade the core functionality of a paid Service during a subscription term you have paid for.
2. Subscriptions and Fees
2.1 Plans and orders. Paid features are provided under the plan you select at signup or in an ordering document agreed between us (each, an "Order"). An Order may designate add-on elements, including a HIPAA Add-On (Section 6), and any minimum plan tier they require.
2.2 Billing and renewal. Fees are billed in advance in U.S. dollars through the payment method on file, and subscriptions renew automatically for successive terms until cancelled. You authorize recurring charges until you cancel. Fees are non-refundable except where these Terms expressly provide otherwise. Sales and similar taxes are added where required; you are responsible for them, other than taxes on our income.
2.3 Price changes. We may change prices with at least thirty (30) days' notice; changes take effect at your next renewal, not mid-term.
2.4 Cancellation. You may cancel your subscription at any time in your account settings or by emailing hello@whalesync.com. Cancellation takes effect at the end of the current paid term.
2.5 Nonpayment. If a payment fails, we will notify you and retry. We may suspend paid features for amounts more than fifteen (15) days overdue, after notice, and restore them promptly on payment.
3. Free Plans, Trials, and Beta Features
Free plans, trials, and features identified as beta, preview, or early access are provided "AS IS," without warranties or indemnities, may be modified or discontinued at any time, and may not be used with Protected Health Information or other restricted data (Section 6). Our aggregate liability arising from free plans, trials, and beta features is limited as stated in Section 12.
4. Customer Data
4.1 Ownership. "Customer Data" means data that you submit to the Services or that the Services access, sync, or process from your Connected Platforms on your behalf. As between the parties, you own all Customer Data. We claim no ownership rights in it.
4.2 Our license. You grant us a non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Services, to comply with law, and as otherwise instructed by you. We may use data about your use of the Services (excluding Customer Data content), and data de-identified so that it does not identify you or any person, to operate, secure, and improve the Services.
4.3 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights, consents, and permissions needed for us to process it as described in these Terms. You control the configuration of your syncs and are responsible for what data they transmit and where.
4.4 Security. We maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described at our trust portal, https://security.whalesync.com. We will notify you without undue delay of any confirmed unauthorized access to Customer Data.
4.5 Data protection. Where we process personal data on your behalf, our Data Processing Agreement (the "DPA"), available on request and at our trust portal, is incorporated into these Terms.
4.6 Export and deletion. You can export Customer Data through the Services at any time. On written request, we delete Customer Data within thirty (30) days. Following termination or expiration of your subscription, we delete Customer Data within sixty (60) days, including expiry from routine encrypted backups, except where a signed agreement between us states otherwise or retention is required by law.
5. Connected Platforms
The Services operate by connecting to third-party applications and databases that you choose — such as your CRM, database, website builder, or spreadsheet tools ("Connected Platforms") — using credentials and authorizations you provide. Your use of each Connected Platform is governed by your own agreement with that provider, and you are responsible for maintaining the rights needed for the Services to access it. Connected Platforms are not our subcontractors or service providers; when the Services transmit Customer Data to or from a Connected Platform, they do so on your instructions. We are not responsible for the acts, omissions, security, or data practices of Connected Platforms, or for how they store or use data delivered to them at your direction. Syncs propagate data as you configure them: before syncing sensitive data into a Connected Platform, confirm that platform is appropriate for it.
6. HIPAA and Regulated Data
6.1 PHI requires a BAA. You may not use the Services to create, receive, maintain, or transmit Protected Health Information ("PHI") as defined under HIPAA unless (a) you and Whalesync have executed a Business Associate Agreement (a "BAA") and (b) your subscription includes an active HIPAA Add-On identified in your Order. Where those conditions are met, the BAA governs PHI and controls over these Terms with respect to PHI. PHI submitted without an executed BAA and active HIPAA Add-On is submitted at your sole risk and in breach of these Terms.
6.2 Other regulated data. Do not submit to the Services data subject to heightened regulatory regimes — including records regulated by 42 CFR Part 2, ITAR-controlled data, or cardholder data subject to PCI DSS — unless we have agreed in writing to support it.
6.3 Biometric data is not supported. You may not submit to the Services, or configure a sync to transmit, any biometric identifier or biometric information — including a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry, and any information generated from such a measurement that is used to identify an individual — as those terms are defined under the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington My Health My Data Act, or any comparable law. Unlike Section 6.2, this restriction is not available by written agreement: we do not offer the Services for biometric data on any plan, add-on, or Order. Biometric data submitted in breach of this Section is submitted at your sole risk and in breach of these Terms, and any resulting third-party claim is subject to your indemnity in Section 11.2.
7. Acceptable Use
You may not, and may not permit anyone to: (a) use the Services in violation of law or these Terms, or to store or transmit material that is unlawful or infringes the rights of others; (b) interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to them or to other customers' data; (c) transmit malicious code; (d) circumvent usage limits of your plan; (e) reverse engineer the Services except to the extent permitted by law; (f) resell or provide the Services to third parties as a service bureau, except through a program we approve in writing; or (g) scrape or systematically extract content from the Site other than through the Services' intended functionality and APIs. Use of the Services through our APIs and automated syncing as the product is designed is expressly permitted.
We may suspend the Services, in whole or part, where reasonably necessary to address a security risk, unlawful use, or material breach of this Section 7, with notice where practicable and restoration when the issue is resolved.
8. Our Intellectual Property; Feedback
We and our licensors own the Services, the Site, and all related software, content, and trademarks. You receive only the rights expressly granted in these Terms. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you; you retain ownership of your feedback.
9. Confidentiality
Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to employees, advisors, and subcontractors bound by comparable obligations. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Data (your Confidential Information) and non-public product and security information (ours). It excludes information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where compelled by law, with prior notice to the other party where legally permitted. These obligations survive for three (3) years after termination, and for Customer Data and trade secrets for as long as the information is retained or remains a trade secret.
10. Warranties and Disclaimers
10.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
10.2 Our warranty. We warrant that the paid Services will perform materially as described in our documentation and will be provided with reasonable skill and care. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformance, and if we cannot within thirty (30) days of notice, you may terminate the affected subscription and receive a pro rata refund of prepaid fees for the unused portion of the term.
10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY WARRANTY REGARDING CONNECTED PLATFORMS.
11. Indemnification
11.1 By us. We will defend you against any third-party claim that the Services, as provided by us and used as permitted under these Terms, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement for such claim. If the Services are subject to such a claim, we may modify or replace them or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused portion of the term. This Section 11.1 does not apply to claims arising from Customer Data, Connected Platforms, combinations with items we did not supply, or use in violation of these Terms, and states our entire liability for infringement.
11.2 By you. You will defend us against any third-party claim arising from Customer Data, your Connected Platforms, or your use of the Services in violation of law or these Terms, and will pay damages finally awarded or agreed in settlement for such claim.
11.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party unconditionally and imposes no obligation on it), and provide reasonable cooperation at the indemnifying party's expense.
12. Limitation of Liability
12.1 No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, THE DPA, OR ANY BAA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100) FOR FREE PLANS, TRIALS, AND BETA FEATURES.
12.3 Exceptions. Section 12.1 and Section 12.2 do not limit (a) Customer's payment obligations, (b) Customer's liability for infringement or misappropriation of Whalesync's intellectual property, or (c) liability that cannot be limited under applicable law, including a party's fraud or willful misconduct. For the avoidance of doubt, our liability for infringement or misappropriation of your intellectual property, including our indemnity under Section 11.1, is subject to the cap in Section 12.2. Amounts payable under a BAA between the parties, including reimbursement of breach-notification costs, are deemed direct damages, subject to the cap in Section 12.2.
12.4 Basis of the bargain. The parties agree that this Section 12 reflects the allocation of risk on which the pricing of the Services is based and applies regardless of the theory of liability and even if a remedy fails of its essential purpose.
13. Term, Termination, and Effect
13.1 Term. These Terms apply from your first acceptance until your account is closed and all subscriptions have ended.
13.2 Termination for cause. Either party may terminate these Terms or an affected Order if the other party materially breaches them and fails to cure within thirty (30) days of written notice, or immediately if the other party becomes subject to insolvency proceedings. If you terminate for our uncured material breach, we will refund prepaid fees for the unused portion of the term.
13.3 Effect. On termination or expiration, your right to use the Services ends. You have thirty (30) days to export Customer Data, and we delete it thereafter as described in Section 4.6. If a BAA is in effect, its return-and-destruction terms govern PHI. Sections that by their nature should survive — including Sections 4.6, 8, 9, 11, 12, 14, and 15 — survive.
14. Changes to These Terms
We may update these Terms. For material adverse changes, we will give you at least thirty (30) days' notice by email or in-product notice before they take effect, and the change will not apply to a BAA except as the BAA provides. If you object to a material adverse change, you may terminate the affected subscription before the change takes effect and receive a pro rata refund of prepaid fees for the unused portion of the term. Continued use of the Services after the effective date constitutes acceptance. Non-material changes and changes required by law take effect when posted.
15. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before filing a claim, the parties will attempt in good faith to resolve any dispute informally for thirty (30) days from written notice of it. Either party may seek injunctive relief at any time in any court of competent jurisdiction to protect its intellectual property or Confidential Information. All other disputes will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue and waives its right to a jury trial.
16. General
16.1 Order of precedence. If there is a conflict among documents, the order of precedence is: (1) the BAA, as to PHI; (2) the DPA, as to processing of personal data; (3) an Order; (4) these Terms.
16.2 Notices. Legal notices to us must be sent to Whaleform Inc., 390 NE 191st St STE 8026, Miami, FL 33179 and hello@whalesync.com. We may give you notice by email to your account address or in the product; you are responsible for keeping your email address current. Email notice is deemed given on the business day sent, absent a delivery failure.
16.3 Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign them in connection with a merger, acquisition, or sale of substantially all its assets, with notice to the other party.
16.4 Miscellaneous. These Terms, together with the Orders, DPA, and any BAA, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. The parties are independent contractors. Neither party is liable for delay or failure caused by events beyond its reasonable control. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remain in effect. A waiver must be in writing and applies only to the specific instance. You will comply with applicable export control and sanctions laws in using the Services. The Services are "commercial computer software" for purposes of U.S. Government acquisition regulations, provided with only the rights set out in these Terms. We may identify you by name and logo as a customer in our marketing unless you opt out by emailing hello@whalesync.com.
16.5 Electronic agreement. These Terms and related notices may be accepted and delivered electronically, and electronic acceptance has the same force as a signature.
17. Website Use
The Site's content — text, graphics, logos, and software — is owned by us or our licensors. We grant visitors a limited license to view the Site for evaluating and using the Services. Visitors may not scrape the Site's content, misrepresent affiliation with us, or use the Site to distribute malicious code or unsolicited communications. Third-party sites linked from the Site are not under our control, and we are not responsible for their content.
18. Contact
Whaleform Inc. (DBA Whalesync) 390 NE 191st St STE 8026, Miami, FL 33179 Email: hello@whalesync.com Security: security@whalesync.com · https://security.whalesync.com
