Whatnot's liability is limited to direct damages only, excluding indirect, incidental, special, consequential, punitive, or exemplary damages including lost profits, data loss, and goodwill, to the maximum extent permitted by applicable law.
This analysis describes what Whatnot's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This clause limits the categories of recoverable damages users may seek from Whatnot arising from platform use, including data loss and loss of profits relevant to sellers. The clause is conditioned on applicable law, which may permit broader recovery in certain jurisdictions.
Interpretive note: Enforceability of the consequential damage exclusion varies by jurisdiction; the clause is conditioned on applicable law and may not be enforceable in its full scope in all user jurisdictions.
The updated terms establish mandatory arbitration as the exclusive dispute resolution mechanism for influencers, replacing direct court access in California and Australia. Under the revised language, any dispute with Whatnot must proceed through arbitration under the main Terms of Service, which includes a class action waiver. This means influencers cannot bring class or collective claims and cannot access court proceedings except where the main Terms of Service explicitly permits. The practical effect is that individual influencers seeking to resolve disagreements with Whatnot over payments, account suspension, content disputes, or contractual interpretation must use arbitration rather than litigation.
View change record →Australian sellers using Whatnot are now required to resolve all disputes through arbitration rather than through Australian courts. The updated terms state that disputes will be resolved exclusively under the main Terms of Service arbitration provisions, removing the previous option to bring legal action in Los Angeles courts or pursue jury trials. The terms no longer include language allowing court proceedings, except where the main Terms of Service expressly permit.
View change record →Strategic sellers on Whatnot are now subject to mandatory arbitration for all disputes with the platform instead of having access to California courts. The updated agreement states that arbitration under the main Terms of Service is the exclusive forum and procedure for resolving disputes, except only to the extent the Terms of Service expressly permit otherwise. This removes the right to jury trial and appeal to higher courts, streamlining dispute resolution to a single binding arbitration proceeding. You can review the arbitration provisions in Section 21 of Whatnot's main Terms of Service to understand the specific procedures and limitations that will apply to any dispute.
View change record →Simplified to name only Whatnot (removed 'SERVICE PROVIDERS'), added 'PUNITIVE' and 'INDIRECT' damages, added 'EVEN IF WHATNOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES' clause, and consolidated damage categories.
View full change record →Under this clause, users and sellers are generally limited to seeking direct damages from Whatnot and may not recover consequential, punitive, or exemplary damages including lost profits or data losses. Applicable law in certain jurisdictions may limit or override this exclusion.
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You will remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
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"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATNOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WHATNOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.— Excerpt from Whatnot's Whatnot Terms of Service
1. REGULATORY LANDSCAPE: Limitation of liability clauses in consumer contracts are subject to review under state consumer protection statutes and unconscionability doctrines. California's consumer protection framework and EU consumer protection directives may limit the enforceability of broad liability exclusions in consumer-facing agreements. The clause includes a standard 'to the maximum extent permitted by applicable law' qualifier. 2. GOVERNANCE EXPOSURE: Medium. The exclusion of lost profits and data losses is material for seller users whose business operations depend on the platform. The 'maximum extent permitted by law' qualifier acknowledges jurisdictional variability. 3. JURISDICTION FLAGS: EU member states and California present heightened exposure, as consumer protection frameworks may limit the enforceability of consequential damage exclusions in consumer contracts. UK consumer rights legislation also limits certain liability exclusions. 4. CONTRACT AND VENDOR IMPLICATIONS: Sellers and business partners should assess whether this limitation of liability clause is consistent with their own risk exposure and whether additional contractual protections are available through separate seller or partner agreements. 5. COMPLIANCE CONSIDERATIONS: Legal teams should evaluate whether the liability cap and damage exclusion are enforceable in key user jurisdictions, particularly for seller users who may sustain significant financial losses from platform disruptions or account actions.
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This clause limits the categories of recoverable damages users may seek from Whatnot arising from platform use, including data loss and loss of profits relevant to sellers. The clause is conditioned on applicable law, which may permit broader recovery in certain jurisdictions.
Under this clause, users and sellers are generally limited to seeking direct damages from Whatnot and may not recover consequential, punitive, or exemplary damages including lost profits or data losses. Applicable law in certain jurisdictions may limit or override this exclusion.
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