Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Underlying Labs, LLC (“Wispal,” “we,” “us,” or “our”) governing your use of Wispal — our browser extension and our web app at wispal.ai (together, the “Service”). We use the name “Wispal” to refer both to our company and to the product.

By creating an account or using Wispal, you agree to these Terms and to our Privacy Policy. If you don’t agree, please don’t use Wispal.

1. Who can use Wispal

You must be at least 16 years old to use Wispal. If you are 16 or 17 and the law where you live requires you to be older to enter into a contract on your own, a parent or guardian must agree to these Terms on your behalf. If you are under 16, you may not use Wispal. If you use Wispal for an organization, you confirm you’re authorized to accept these Terms for it.

You also confirm that you are not subject to US export or sanctions restrictions (for example, that you’re not located in an embargoed region or on a restricted-party list) and that you won’t use Wispal in violation of any applicable export-control or sanctions laws.

2. Your account

You’re responsible for keeping your account credentials secure and for activity that happens under your account. Let us know promptly at hello@wispal.ai if you believe your account has been used without your permission.

3. Changes to the Service, and beta features

We may change, suspend, or discontinue the Service, or any feature within it, at any time. If we discontinue a paid feature you are actively subscribed to, we’ll give you reasonable notice and refund any prepaid amount for the portion of your subscription you won’t be able to use.

We may also offer Wispal, or particular features, on a beta or early-access basis. Where we do, those features may be incomplete, may change, may be limited, or may be withdrawn at any time, and may be unavailable or behave unexpectedly, and we don’t provide any uptime or availability guarantee for them. (The Service as a whole is also provided “as is” — see Section 10.)

4. Acceptable use

When you use Wispal, you agree not to:

• access or use the Service through automated means (bots, scripts, or scrapers) except through the extension and interfaces we provide;
• circumvent, disable, or interfere with any rate limits, usage quotas, security measures, or access controls;
• create accounts by automated means or in bulk, or create multiple accounts to evade limits;
• reverse engineer, decompile, or attempt to extract the source code of the Service, except where this restriction is prohibited by law;
• probe, scan, overload, disrupt, or attempt to gain unauthorized access to the Service or its infrastructure;
• use the Service to break any law, infringe anyone’s rights, or process content you don’t have the right to use; or
• use the Service in a way that abuses — or causes us to breach — the terms of the AI platforms or providers that Wispal relies on.

We may set, change, and enforce usage limits, quotas, or fair-use thresholds for any feature (including AI-powered features), and may throttle, suspend, or limit usage that we consider excessive or that places a disproportionate cost or load on us or our providers.

We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if you violate these Terms or if we reasonably believe your use is abusive, fraudulent, automated, or harmful to the Service, other users, or our providers.

5. Your content and the license you give us

You keep all rights to the content you create with Wispal — your highlights, annotations, and notes (“Your Content”). To run the Service, you grant us a limited, worldwide, non-exclusive, royalty-free license — which we may sublicense only to the service providers that host, store, or process this content on our behalf (such as our database host and the AI providers described in our Privacy Policy) — to host, store, process, transmit, and display Your Content, together with the conversation content Wispal reads from a page when you use a feature like note generation, in order to provide, secure, and maintain the Service, to comply with the law, and to enforce these Terms.

This license exists only so we can operate the Service. It ends when you delete Your Content, or when you ask us to delete your account; we then remove it from our active systems as described in our Privacy Policy (within 30 days at the latest). You can delete individual highlights and notes yourself; account deletion is handled by emailing hello@wispal.ai.

We do not use Your Content — or the conversation content we process to generate your notes — to train AI models, we do not use it for advertising, and we do not sell it. (We configure our AI providers so that this content is not used to train their models; see our Privacy Policy.) Your voice recordings are handled as described in our Privacy Policy — stored only on your device, sent transiently for transcription, and never stored on our servers.

You’re responsible for Your Content and for having the right to save and process it — including where it contains information about other people.

6. AI features

Wispal uses AI to generate notes and transcriptions. This is done by third-party AI providers, which are separate from the chat platform whose conversation you’re annotating; our Privacy Policy describes who they are and how your content is protected. AI output can be inaccurate, incomplete, or misleading, and may not reflect what was actually said in your conversation. You are responsible for reviewing and verifying anything Wispal generates before relying on it. Wispal does not provide professional advice (legal, medical, financial, or otherwise), and its output is not a substitute for it.

7. Third-party platforms

Wispal works on top of third-party AI chat platforms — ChatGPT (OpenAI), Claude (Anthropic), and Gemini (Google) (each, a “Platform”). Wispal is an independent product. We are not affiliated with, endorsed by, or sponsored by OpenAI, Anthropic, Google, or these Platforms, and their names and trademarks belong to their respective owners.

Wispal’s features depend on these Platforms, which are controlled by third parties and can change at any time. We don’t guarantee that Wispal will remain compatible with, or available on, any of them. Your use of each Platform is governed by that Platform’s own terms, and you are responsible for complying with them. We are not responsible for any action a Platform takes in relation to your account with it.

8. Subscriptions and payments

Some Wispal features require a paid subscription. If and when you purchase one:

• The fees, billing cycle, and what’s included are shown to you at the time of purchase. You authorize us and our payment processor, Stripe, to charge your chosen payment method.
• Prices may be shown exclusive of taxes; where sales tax, VAT, or similar taxes apply, you’re responsible for paying them.
• Subscriptions renew automatically at the end of each billing period until you cancel. You can cancel at any time from your account settings, without needing to contact us; cancellation takes effect at the end of the current billing period, and you keep access until then.
• We may change prices or what a plan includes. We’ll give you notice before a change affects your next renewal.
• Except where required by law, fees already paid are non-refundable.
• EU/UK consumers: you have a 14-day right of withdrawal for digital purchases. If you ask us to start a paid feature immediately, we may begin during that period; we’ll ask for your express consent to start, and confirm it to you, at checkout. If you then withdraw within the 14 days, we’ll refund what you paid, minus a proportionate amount for the part of the service already provided.

9. Our intellectual property

Wispal — including the extension, web app, software, design, and branding — belongs to Underlying Labs, LLC and its licensors and is protected by intellectual-property laws. While these Terms are in effect, we grant you a limited, personal, non-transferable, revocable license to use Wispal for its intended purpose. You may not copy, modify, distribute, sell, or create derivative works from Wispal except as allowed by law.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without any obligation to you. This does not apply to any of Your Content you happen to include when giving feedback, which remains governed by Section 5.

10. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that it will always work with the AI platforms it relies on. Nothing in this section limits your statutory rights as a consumer, including any rights relating to the quality, fitness for purpose, or description of digital content or services under the law of your country or state of residence.

11. Limitation of liability

In this section and Section 12, “Wispal Parties” means Underlying Labs, LLC and its officers, directors, employees, contractors, and agents.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE WISPAL PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, OR GOODWILL, ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) US $100.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law. Some jurisdictions don’t allow certain limitations, so some of the above may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Wispal Parties from any third-party claims, damages, losses, or costs (including reasonable legal fees) to the extent arising from Your Content, your use of the Service, or your violation of these Terms or of any third party’s rights (including any Platform’s terms) — except to the extent the claim arises from our own gross negligence, willful misconduct, or breach of these Terms. We’ll notify you promptly of any such claim, and you may not settle any claim in a way that imposes an obligation on us without our consent.

13. Termination

You can stop using Wispal at any time, and you can ask us to delete your account (see our Privacy Policy). We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if you violate these Terms (including Section 4) or if we reasonably believe your use is abusive, fraudulent, automated, or harmful.

When these Terms end, the license you gave us to operate the Service ends too — except that we may retain Your Content as described in Section 5 and our Privacy Policy until it is deleted. Sections 5, 6, 7, 9, 10, 11, 12, 14, 15, and 17 survive termination.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. If you have a concern, please contact us first at hello@wispal.ai — we’ll try to resolve it informally. If we can’t resolve it within 60 days, disputes will be brought in the state or federal courts located in Delaware, and you and we consent to their jurisdiction.

If you are a consumer, nothing here deprives you of the protections of the mandatory laws of your state or country of residence; and if you are an EU or UK consumer, you may bring proceedings in the courts of your country of residence, and we will bring proceedings against you only in those courts.

15. Copyright

We respect intellectual-property rights. If you believe content stored through Wispal infringes your copyright, email us at hello@wispal.ai with enough detail to identify the work and the content at issue, and we’ll review it. We may remove infringing content and may terminate the accounts of repeat infringers.

16. Changes to these Terms

We may update these Terms from time to time. If a change is material, we’ll give notice through the Service or by email before it takes effect. If you don’t agree to a material change, you may stop using the Service; if you’re a paying subscriber, you may cancel before the change takes effect and we’ll refund the unused portion of your current billing period. Your continued use of Wispal after the changes take effect means you accept the updated Terms.

17. Other terms

Force majeure. We won’t be liable for any delay or failure to perform caused by events beyond our reasonable control, including internet or infrastructure outages, government actions, natural events, or changes to or restrictions imposed by the third-party AI platforms or providers the Service depends on.

Notices and electronic communications. You agree that we may give you notices electronically — by email to the address on your account or through the Service — and that these satisfy any legal requirement that a notice be in writing. Legal notices to us should be sent to hello@wispal.ai or to our address in Section 18.

General. These Terms do not create any third-party beneficiary rights, except that the Wispal Parties and our service providers may rely on the disclaimers and limitations that benefit them. If any part of these Terms is found unenforceable, the rest stays in effect; our failure to enforce a provision isn’t a waiver of it. You may not transfer or assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Section headings are for convenience only and do not affect interpretation. These Terms, together with our Privacy Policy, are the entire agreement between you and us about the Service.

18. Contact us

Underlying Labs, LLC
131 Continental Dr, Suite 305, Newark, DE 19713, United States
Email: hello@wispal.ai