Terms of service

TERMS OF USE

Welcome to the website of Whisps Acquisition Corp. (“Whisps,” “We,” “Us,” or “Our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the website located at <whisps.com>, including any content, functionality, services offered on or through the website located at <whisps.com> (the “Website”) and in addition to any goods or services available for purchase or sample on or through the Website (the “Product(s)”). 

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept, and agree to be bound and abide by, these Terms of Use and our Privacy Policy, found at https://whisps.com/policies/privacy-policy,  which is incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. 

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to and have the requisite capacity and authority to form a binding contract with Whisps. If you do not meet these requirements, you must not access or use the Website.

1. CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

1. ACCESSING THE WEBSITE AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Website, and any service or material we provide on or through the Website, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through an internet connection which you share are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

1. INTELLECTUAL PROPERTY RIGHTS & USE OF THIS WEBSITE

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video, audio, colors, background, objects, “look and feel,” layout, and the design, selection, and arrangement thereof), are owned Whisps or its licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All rights reserved. You are responsible for obeying all applicable copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and these Terms of Use

These Terms of Use permit you to use the Website for the limited personal purpose for which Whisps provides the Website, namely for information relating to Whisps’ products and services and purchase or sample of the same (the “Purpose”). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for internal business purposes relating to the Purpose only and not for further reproduction, publication or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for internal business purposes relating to the Purpose, provided you agree to be bound by our end user license agreement for such applications.

You must not access or use any part of the Website or any services or materials available through the Website for any purpose other than the Purpose. Without limiting the generality of the previous stated prohibition, you may not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.
• Use the Website or its contents for competitive or benchmarking purposes.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Whisps or its licensors. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

1. TRADEMARKS

WHISPS and any other trademarks appearing on the Website, and the logos associated therewith are trademarks of Whisps. In addition, the colors, background, objects, “look and feel,” layout, and the design, selection, combination and arrangement thereof appearing on the Website constitute the trade dress of Whisps. All other trademarks, product names, and company names or logos used in this Website are the property of either their respective owners or Whisps, as applicable. No permission or license (whether express or implied) is hereby granted regarding the use of any such trademarks, trade dress, product or service names, logos or titles, and such use may constitute infringement of the holder’s rights.

1. PROHIBITED USES

You may use the Website only for lawful purposes and in accordance with these Terms of Use. Without limiting the generality of the foregoing, you agree not to 

• Use the Website in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
• Decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Website or the material contained on it;
• Impersonate or attempt to impersonate Whisps, a Whisps employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• Use any network monitoring or discovery software to determine the site architecture, including but not limited to the Website’s “look and feel,” and trade dress or extract information about usage or users. 
• Use any robot, spider, or other automatic or manual device or process to monitor or copy the Website, the Website’s design, architecture, arrangement, or “look and feel,” and trade dress or the material contained on it other than as expressly permitted in these Terms of Use.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Frame this Website or link to a page other than the home page without our express written permission.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. 
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

1. ONLINE PURCHASES AND OTHER TERMS AND CONDITIONS
2. A) This Section 6 applies to all purchases of Products on or through the Website. 
3. B) Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms of Use, all Products listed in your order. All orders must be accepted by us or we will not be obligated to sell Products. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the Products you have ordered. Acceptance of your order and the formation of the contract of sale between Whisps and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email or before we ship your order.
4. C) Prices and Payment Terms. 

1) Prices. The price for Products available for purchase through the Website will be displayed to you on the Website. The prices displayed do not include taxes or any other applicable fees, including, without limitation, any shipping, handling, insurance, or recycling fees. Any applicable taxes or fees will be communicated to you before you place an order. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

2)  Payments. Whisps is not a bank, credit union, payment processor, or other financial institution. As such, the Website currently uses third-parties to process payments for transactions consummated through this Website (“Payment Processors”). By utilizing the Website to purchase Products you authorize a Payment Processor to charge your credit card or other payment method. Our third-party Payment Processors accept payments through various credit cards, including Visa, MasterCard, American Express and Discover, as detailed on the applicable payment screen. Transactions processed via the Website may also be subject to the terms and conditions of the applicable Payment Processor. You represent and warrant that (i) the credit card information you supply to such third party payment processors is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Whisps is not responsible for any errors by the Payment Processor.

1. D) Shipments; Title and Risk of Loss.

1) We will arrange for shipment of the Products to you. You will pay all shipping and handling charges specified during the ordering process.

2)  Products may only be shipped to the contiguous United States (not including Alaska, Hawaii, US territories, or Canada).

3) Title and risk of loss pass to you upon delivery of the Products (by us or our manufacturer) to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. You are responsible for filing any claims with carriers for damaged or lost Products.

1. E) Returns and Refunds. All sales of Products on or through the Website are final and non-refundable. Any return or refund of Products purchased on or through this Website accepted or agreed to by Whisps shall not be deemed to be a waiver of this Section 6.E. 
2. F) Discount and Offer Codes. Occasionally and from time to time, Whisps may offer qualified consumers “discount codes,” “promo codes,” “coupon codes,” “gift codes” or “offer codes” through a range of advertisements, promotional programs and other communications efforts (collectively referred to herein as “offer codes”) that are redeemable towards purchase(s) our or through the Website,  or in through retail stores. These offer codes are available only while supplies last and are subject to certain Product, minimum price exclusions or any other restrictions as may be determined and communicated by Whisps in its sole discretion. Only valid offer codes provided or promoted by Whisps will be considered valid and honored at checkout. Codes supplied or promoted by third parties unauthorized by Whisps (including any unauthorized third-party websites) will not be honored and are not considered valid. Each offer code promoted by Whisps is non-transferable and valid for single use on an item (or items) as determined by Whisps. Offer codes may not be combined with any other offer codes or promotional activities, are valid only on full-priced products unless stated otherwise. They will not be honored on any items that are marked as “Closeout” or “Final Sale” unless stated otherwise, and may not be used in conjunction with any other promotional programs that may be issued through our retail partners. Customers are limited to the use of a single offer code per order. For online purchases, the code must be entered in the ‘discount code’ field at checkout. Whisps does not accept responsibility for lost, stolen or corrupted codes or any unauthorized use of codes. Offer codes cannot be redeemed for cash or any cash equivalent; no substitutions, “rain checks,” or credits allowed. The dollar value of any offer code will not be refunded or credited back if any or all of the merchandise is returned which causes the order to no longer meet any restrictions of an offer code used in the transaction. If an offer code provides for free or discounted item(s) with a qualifying purchase, the full retail value of the free or discounted item(s) will be deducted from any refunded amounts if the free or discounted item(s) are not returned with the qualifying product. Expiration dates may apply to each offer code. Offer codes are void if copied, transferred, sold, exchanged or expired, and where prohibited.
3. USE OF ANY HYPERLINK

From time to time, you may be able to receive, at no charge, promotional samples of certain Products from Whisps solely for personal, non-commercial sampling and evaluation purposes (“Samples”). With respect to these Samples, you agree you will use Samples solely for your personal, non-commercial sampling and evaluation purposes and will not re-sell such Samples. Whisps does not and cannot guarantee the availability of any Samples. Availability of Samples at all times remains subject to (i) the requirements of individual promotional campaigns associated with such Samples, (ii) the availability of Samples as determined by Whisps, and (iii) Whisps’ discretion. Nothing on the Website constitutes a binding offer to sell, distribute or give away Samples. We reserve the right at any time after receipt of your order for Samples to accept or decline such order, or any portion thereof, or to not ship to particular addresses. We reserve the right at any time to limit the quantities of Samples offered or shipped by us to any person, family, or sample test group.

1. USE OF ANY HYPERLINK

Whisps is not responsible for the content of any other website, including any website through which you may have gained access to our Website or to which you may gain access from our Website. We do not accept any liability in connection with any such sites or links. 

Where we provide a hyperlink to a third party’s website, we do so because we believe in good faith that such a website contains or may contain material which is relevant to that on our Website. Such a hyperlink does not signify that Whisps has reviewed or approves of the connected third party’s website or its contents – indeed in certain instances a hyperlink may connect you to a third party’s website containing views contrary to those expressed on our Website or otherwise held by Whisps.

1. INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

1. CHANGES TO THIS WEBSITE

The information, material, and content provided in the pages of this Website may be changed at any time without notice. Information, material, and content is not necessarily complete or up-to-date. Any of the information, material and content on the Website may be out of date at any given time, and we are under no obligation to update such information, material, and content. 

1. DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE AND ITS CONTENT AND THE PURCHASE OF ANY GOODS OR SERVICES THROUGH OR ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE PRODUCTS OR SAMPLES, IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND THE GOODS AND SERVICES AVAILABLE FOR PURCHASE ON AND THROUGH IT, INCLUDING, WITHOUT LIMITATION, THE PRODUCTS OR SAMPLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WHISPS NOR ANY PERSON ASSOCIATED WITH WHISPS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER WHISPS NOR ANYONE ASSOCIATED WITH WHISPS REPRESENTS OR WARRANTS THAT THE WEBSITE OR ITS CONTENT  WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ITS CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

WHISPS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

1. LIMITATION ON LIABILITY

IN NO EVENT WILL WHISPS, ITS AFFILIATES OR SUBSIDIARIES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY GOODS OR SERVICES PURCHASED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES,  INCLUDING, WITHOUT LIMITATION, THE PRODUCTS OR SAMPLES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

1. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Whisps, its affiliates, subsidiaries, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

1. WAIVER AND SEVERABILITY

No waiver of by Whisps of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Whisps to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

In the event that any or any part of the terms contained in these Terms of Use shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such terms shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by the applicable law.

1. ENTIRE AGREEMENT

The Terms of Use constitute the sole and entire agreement between you and Whisps with respect to the Website, Products, Samples, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

1. GOVERNING LAW 

Your use of this Website and downloads from it, and the operation of these Terms of Use, shall be governed in accordance with the laws of the State of New York, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Whisps arising out of your use of the Website must be resolved exclusively by a state or federal court located in New York, New York. 

1. CLASS ACTION WAIVER

You agree that all disputes and all claims pursued against Whisps will be on an individual basis. To that end, you hereby waive their right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid class/collective action in any court, arbitration proceeding, or any other forum, against the other. You agree that any claim by or against the Whisps shall be heard in arbitration without joinder of parties or consolidation of such claim with any other person or entity’s claim, except as otherwise agreed to in writing by Whisps.

1. CONTACT INFORMATION

If you have any questions about these Terms of Use, our Privacy Policy, or this Website, you may contact:

hello@whisps.com

18334WHISPS

199 Water Street

New York, NY 10018

Effective: June 26, 2020