Last updated: October 2025

Introduction

Welcome to Whalegistic! These Terms and Conditions ("Terms") explain how you may access and use Whalegistic's platform, website, mobile apps, APIs, and related services (collectively, the "Platform"). By registering, accessing, or using the Platform, you ("User", "you") agree to follow these Terms and our Privacy Policy.

These Terms cover important points such as your responsibilities as a User, the way transactions between Users are handled, fees and payments, content ownership, intellectual property, liability, and dispute resolution. They are designed to help you understand your rights and obligations while using Whalegistic and to clarify the limits of Whalegistic's role as a technology provider.

If you do not agree with these Terms, please do not use the Platform.

1. Nature of the Platform

1. Whalegistic acts solely as a technology provider and facilitator. It does not manufacture, store, inspect, deliver, or guarantee products, nor is it responsible for compliance with consumer rights, product safety laws, or any liabilities arising from transactions between Users.
2. Without limiting the foregoing, Whalegistic has no control over and disclaims responsibility for:
   • The existence, availability, quality, safety, legality or authenticity of any product or service listed on the Platform;
   • The truthfulness or accuracy of product listings, images, descriptions, claims, prices or promotions;
   • The ability of any User to meet performance obligations including shipment, delivery, returns, refunds, or warranty claims.
3. Users understand and agree that Whalegistic does not provide shipping, warehousing, logistics, product inspection, insurance, or trade compliance services unless expressly contracted in writing via a separate agreement.
4. Whalegistic may provide optional tools (e.g., dispute messaging, mediation interfaces, escrow integrations) but is under no obligation to monitor or resolve disputes or to act as an intermediary for funds.

2. User Accounts

1. Eligibility: Users must be at least 18 years of age (or the legal age in their jurisdiction) and have the legal capacity to enter into binding contracts to register and hold an account.
2. Account Information: You agree to provide complete, accurate and up-to-date information when creating an account and to promptly update that information if it changes. Providing false information is a material breach of these Terms.
3. Credentials: You are responsible for maintaining the confidentiality of your account credentials, for all activity that occurs under your account, and for restricting access to your devices. You must notify Whalegistic immediately of any unauthorized use of your account.
4. Verification & Documentation: Whalegistic may, in its sole discretion, require documents to verify identity, business registration, tax numbers, product certifications, or other evidence. Failure to provide requested documentation may result in suspension or termination.
5. Prohibited Account Sharing: Personal accounts are for individual use and corporate accounts may have multiple seats. Password or credential sharing that violates Whalegistic policy is prohibited and may result in suspension.
6. Whalegistic reserves the right to suspend or terminate any account suspected of fraud, duplication, or misuse of the Platform, at its sole discretion, without prior notice.

3. User Responsibilities

1. Legal & Regulatory Compliance: Users are solely responsible for the legality, labeling, safety, and regulatory compliance of the products and services they list, sell, or otherwise distribute through the Platform, including but not limited to consumer protection, product safety, environmental, import/export, and tax obligations.
2. Content Accuracy & Representation: All product descriptions, specifications, pricing, stock levels, images, and promotional statements must be accurate and not misleading. Users shall promptly correct any errors and update inventory or availability in good faith.
3. Prohibited Conduct: Users shall not engage in any of the following within or via the Platform:
   • Listing, selling or facilitating prohibited products (weapons, controlled substances, counterfeit goods, stolen goods, or any item banned by applicable law or by Whalegistic policy);
   • Using bots, scrapers or automated tools to access the Platform, harvest data, or interfere with normal Platform operation;
   • Posting malware, harmful code, or content designed to disrupt other users or the Platform;
   • Providing false reviews, fake transactions, or otherwise manipulating ratings, search, or reputation mechanisms;
   • Engaging in money laundering, terrorist financing, or other illicit financial activity.
   • Using any words, images, or content that may be perceived as offensive, abusive, discriminatory, defamatory, or otherwise unlawful, or that violates any applicable laws, regulations, or third-party rights.
4. Taxes, Duties & Fees: Users are responsible for calculating, charging, collecting, reporting and remitting any and all applicable taxes, duties, tariffs, and other governmental assessments arising from their sale or distribution of products. Whalegistic is not responsible for tax treatment of transactions and does not act as a tax advisor.
5. Shipping & Fulfillment: Sellers must provide true lead times, tracking information where available, packaging that reasonably protects goods, and fulfill orders according to the terms agreed with the buyer. Failure to do so may lead to account penalties, suspension, or termination.

4. Transactions Between Users

1. Independent Contracts: All contracts for sale, purchase, delivery, returns, warranties or services are solely between Users. Whalegistic is not a party to any such contract, and Users acknowledge they transact at their own risk.
2. Users acknowledge that Whalegistic acts solely as a technology platform and facilitator, and is not a party to any transactions between Users and end consumers or businesses. Whalegistic shall not be responsible or liable for any purchases, returns, disputes, or other obligations arising between Users and their customers, and Users and customers agree to hold Whalegistic harmless from any such claims or losses.
3. Risk Allocation: Risk of loss with respect to products sold through the Platform passes between Users as determined by the applicable sales contract, shipping terms (such as Incoterms if incorporated), or the seller's stated shipping policy. Whalegistic bears no risk for product loss, damage, or non-delivery.
4. Dispute Handling: Users shall attempt to resolve disputes directly and in good faith. Whalegistic may provide optional support tools for communication, documentation storage, or mediation but is not required to provide resolution services and is not responsible for the outcome of disputes.
5. Chargebacks, Refunds & Returns: Handling chargebacks, refunds, returns or credit disputes is the responsibility of the trading parties and (where applicable) the payment processor. Whalegistic does not guarantee outcomes in chargeback or refund disputes.
6. Seller Performance & Sanctions: Whalegistic reserves the right to suspend, limit, or terminate selling privileges for Users who repeatedly fail to fulfill orders, generate excessive disputes, commit fraud, or violate these Terms. Whalegistic may publish performance metrics about sellers for transparency.

5. Payments & Fees

1. Subscription Fees: Use of certain Platform features requires payment of subscription fees or usage fees. Except as expressly stated, fees are non-refundable and payable in advance according to the billing cycle selected by the User.
2. Changes to Pricing: Whalegistic may update pricing, introduce new fees, or modify billing practices. Whalegistic will provide notice of material pricing changes in advance; continued use after such notice constitutes acceptance of new pricing.
3. Third-Party Payment Processors: Payment processing is performed by third-party providers (e.g., Stripe, PayPal). Use of these services is subject to the providers' own terms, and Whalegistic disclaims liability for actions or errors by payment processors.
4. Taxes & Withholding: Unless otherwise stated, listed fees are exclusive of taxes. Users are responsible for all taxes associated with their use of the Platform, and Whalegistic may collect taxes where required by law.
5. Non-Payment: Whalegistic may suspend or restrict account features for overdue payments and may recover outstanding fees via collection or legal action. If a User fails to make three (3) consecutive monthly payments, Whalegistic reserves the right to permanently terminate the account without further notice. Whalegistic shall not be responsible or liable for any losses, damages, or other consequences resulting from such suspension, restriction, or termination. Users remain liable for any accrued fees and collection expenses.

6. Content Ownership & License

1. User Content: Users retain ownership of their uploaded content, including product images, descriptions, trademarks and other materials, subject to the license granted below.
2. License to Whalegistic: By uploading content, you grant Whalegistic a non-exclusive, royalty-free, worldwide license to host, copy, distribute, modify, display and otherwise use your content solely to operate, provide, promote and improve the Platform and related services, and to provide the Platform's functionality to other Users (e.g., catalog sharing to invited resellers).
3. Removal & Takedown: Whalegistic may remove content that violates these Terms, applicable law or third-party rights. Whalegistic will comply with lawful DMCA takedown notices and other legal requests where applicable, and may terminate or restrict repeat infringers.
4. Aggregated & Anonymized Data: Whalegistic may collect and use aggregated, anonymized analytics derived from User activity for internal business purposes, benchmarking, research and marketing without attribution to the specific User.

7. Intellectual Property

1. Platform IP: Whalegistic and/or its licensors retain all rights, title and interest in and to the Platform software, databases, trademarks, logos and documentation, including all current and future versions. No ownership in Whalegistic IP is transferred to Users.
2. License Restrictions: Users may not reverse engineer, disassemble, decompile, copy, reproduce, create derivative works, or otherwise exploit any part of the Platform, underlying databases, or data, except as expressly permitted by Whalegistic in writing.

3. Platform Data Ownership: All content and data generated, uploaded, or published by Users on the Platform, including but not limited to images, descriptions, listings, analytics, and AI-assisted content, remain the sole property of the User ("Publisher"). By using the Platform, the User grants Whalegistic a limited, non-exclusive, worldwide, royalty-free license to store, process, display, and use such data solely for the purpose of operating, improving, and providing the Platform's services.

   Any unauthorized use, reproduction, or exploitation of User data and/or Whalegistic data by third parties is strictly prohibited and may result in legal action. Whalegistic takes reasonable technical and organizational measures to protect User data from unauthorized access, misuse, or disclosure.

4. Feedback: Any feedback, suggestions or improvements provided by Users may be used by Whalegistic without obligation or compensation to the User, and ownership of such improvements will vest in Whalegistic.

8. Limitation of Liability

1. Whalegistic provides the Platform as a tool for Users to manage their business operations and transactions. Users acknowledge and agree that they use the Platform at their own risk and that Whalegistic does not guarantee any outcomes, performance, or results from its use.
2. To the maximum extent permitted by applicable law, Whalegistic, its affiliates, partners, directors, officers, employees, and agents shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or related to these Terms or the Platform.
3. Where a limitation of liability cannot be fully enforced under applicable law, Whalegistic's total liability for any claims arising out of or related to these Terms or the Platform shall not exceed the aggregate subscription fees paid by the User for the six (6) months immediately preceding the claim.

9. Disclaimers

1. The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind. Whalegistic expressly disclaims all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement.
2. Whalegistic does not warrant that the Platform will be uninterrupted, timely, secure or error-free, nor that defects will be corrected. Users acknowledge that the Platform does not provide any advice, guidance, or recommendations, and any reliance on the Platform is at the User's own discretion.
3. Any reference to third-party content, integrations, links, or tools is for convenience only and does not constitute endorsement. Whalegistic is not responsible for third-party services or content, and all optional features, integrations, or third-party services are provided without warranty.

10. Indemnification

1. Indemnity Obligation: You agree to defend, indemnify and hold harmless Whalegistic, its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your use of the Platform; (b) your User Content; (c) your breach of these Terms; or (d) your violation of applicable laws or third-party rights.
2. Control of Defense: Whalegistic may, at its option, assume control of any matter subject to indemnification. You shall cooperate with Whalegistic in the defense of any claim and may not settle any claim that admits wrongdoing or imposes obligations on Whalegistic without Whalegistic's prior written consent.

11. Suspension & Termination

1. Immediate Action: Whalegistic may immediately suspend or terminate access to all or part of the Platform if a User engages in conduct that Whalegistic reasonably believes is illegal, fraudulent or harmful, or if required by law.
2. Effect of Termination: Upon termination, your right to access the Platform ceases. Whalegistic may delete or retain account data for legally required retention periods and for backup purposes. Termination shall not relieve you of obligations accrued prior to termination, including payment obligations and indemnities.
3. Whalegistic reserves the right to suspend or terminate any User account at its sole discretion, for any reason deemed reasonable, without prior notice. Users acknowledge and agree that Whalegistic shall not be liable for any losses, damages, or other consequences that may result from such suspension or termination.

12. Governing Law & Dispute Resolution

1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of Portugal, without regard to conflict of laws principles.
2. Jurisdiction: Users submit to the exclusive jurisdiction of the courts located in Portugal for resolution of disputes arising under these Terms, unless Whalegistic elects arbitration.
3. Arbitration Option: Whalegistic may, in its discretion, require binding arbitration for certain disputes under a separate arbitration agreement. Arbitration rules, venue, and scope will be described in any such agreement.
4. Injunctive Relief: Nothing in these Terms prevents Whalegistic from seeking injunctive or equitable relief in any competent court to protect its intellectual property or confidential information.

13. Amendments

1. Right to Amend: Whalegistic may amend these Terms at any time by posting the revised Terms on the Platform. Material changes will be communicated by email or prominent notice in the Platform where reasonably practicable. Minor technical or administrative updates do not require separate notice.
2. Consent by Continued Use: Users are responsible for periodically reviewing the Terms. Continued use of the Platform after publication of changes constitutes acceptance of the amended Terms. If you do not agree to the changes, your sole remedy is to stop using the Platform and terminate your account in accordance with these Terms.

14. Miscellaneous

1. Force Majeure: Whalegistic is not liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to natural disasters, war, strikes, pandemics, cyberattacks, or Internet outages. Users are not entitled to any compensation for delays or interruptions caused by such events.
2. No Waiver: Failure by Whalegistic to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.
3. Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
4. Assignment: Whalegistic may assign or transfer these Terms, in whole or part, to an affiliate or successor in interest, or operational partner. Users may not assign their rights or delegate obligations without Whalegistic's prior written consent.
5. Notices: Whalegistic may provide notices by email, system notifications, or posting on the Platform. Notices to Whalegistic should be sent to the contact address provided on the Platform.
6. Entire Agreement: These Terms, together with the Privacy Policy and any order forms or separate written agreements between you and Whalegistic, constitute the entire agreement between the parties regarding the Platform.