Terms of Service

These Terms apply to every organization that uses the Service and to each person who accesses it under that organization's account. The Service is offered to businesses and professionals for business purposes only. It is not intended for personal, family or household use, and you represent that you will not use it for those purposes.

You must be at least 18 years old and able to form a binding contract to use the Service. If a separate written agreement signed by both parties (such as an order form) covers your use of the Service, that agreement controls where it conflicts with these Terms.

These Terms incorporate our Privacy Policy, the data protection terms in Section 8, and any pricing or plan terms presented to you when you purchase.

• "Account User" means an individual whom you or another Account User invites to, or who creates, your organization in the Service, such as your owners, admins and members.
• "End Customer" means any person who communicates with you through the Service, including your customers, leads and website visitors, and any person who calls a phone line you operate through the Service.
• "Customer Data" means all data and content submitted to the Service by you, your Account Users or your End Customers, or collected by the Service on your behalf, including messages, voice notes, call audio and transcripts, attachments, contact records, knowledge sources, catalog data and settings.
• "AI Features" means the features of the Service that use artificial intelligence, including the AI agent that responds to End Customers, the AI assistant for your team (the copilot), transcription, summaries, insights and suggested answers.
• "AI Output" means content generated by the AI Features, such as replies, summaries, extracted data and answers.
• "Channel" means a communication channel connected to the Service, such as WhatsApp, Instagram, Facebook Messenger, the web chat widget or a phone line.
• "AI Credits" means the prepaid allowance, denominated in U.S. dollars, that measures metered usage of the Service as described in Section 5.
• "Third-Party Services" means products, platforms and services not provided by Replyhand, including Meta's platforms, Shopify, WooCommerce, telephone carriers and any service you connect to the Service.

Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right, during your subscription, to access and use the Service for your internal business purposes and to communicate with your End Customers. Depending on your plan, the Service may include:

• An AI agent that answers your End Customers on your connected Channels using the knowledge, instructions and catalog you provide, and that can hand conversations to your team.
• A shared inbox where your team reads and replies to conversations, with assignment, teams, quick replies and message templates.
• Contacts and insights: customer records, conversation summaries, sentiment and buying signals derived from conversations, and a support dashboard.
• An AI assistant for your team that answers questions about your conversations and, after you confirm, can change your workspace settings on your behalf.
• Channels, including WhatsApp, Instagram, Facebook Messenger, an embeddable web chat widget and AI-answered phone lines, and campaigns that send approved WhatsApp templates to your contacts.
• Catalog and integrations, such as product catalog sync from Shopify or WooCommerce and connections to tools you choose.
• Mobile applications that give Account Users access to the inbox and assistant.

We continuously improve the Service and may add, change or remove features. We will not materially reduce the core functionality of a paid plan during a billing period you have already paid for. Some Channels and features are available only in certain countries or on certain plans, and some depend on Third-Party Services that may change or become unavailable independently of us.

Account Users sign in with a one-time code sent to their email address or phone number, or with Google or Microsoft single sign-on where available. You are responsible for all activity under your organization's account, for the accuracy of the information you provide, and for keeping the email accounts, phones and single sign-on identities used to access the Service secure. Notify us promptly at support@replyhand.com if you suspect unauthorized access.

The person who creates an organization is its owner. Owners and admins may invite Account Users, assign roles and remove access. You are responsible for your Account Users' compliance with these Terms, and for promptly removing access for anyone who should no longer have it.

Subscriptions

Use of the Service requires a paid subscription. Plans, prices and the AI Credits each plan includes are shown on our pricing page or in your order at the time of purchase. Unless otherwise agreed in writing, subscriptions are billed monthly in advance and renew automatically at the end of each billing period until canceled. By subscribing, you authorize us and our payment processor, Stripe, to charge your payment method for all fees when due. We do not store full payment card numbers.

AI Credits and usage

AI Credits measure metered usage of the Service, including AI replies and other AI processing, and, for Channels we provide, phone number rental, call minutes and messages. Usage is charged against your AI Credits at our then-current rates, which are shown in the Service. Included AI Credits reset at the start of each paid billing period and do not roll over. The estimated number of AI replies shown for a plan is an approximation, not a commitment; actual consumption depends on the length and complexity of each conversation.

If your included AI Credits run out while your subscription is active and in good standing, the Service keeps working and the additional usage ("Overage") is added to your next renewal invoice or, if your subscription ends, to a final invoice. If your subscription is not in good standing (for example, it is past due or in a trial), AI Features pause when your AI Credits run out until credits are restored.

Credit packages

Owners may purchase additional AI Credits in packages of US$10 to US$10,000, charged to the payment method on file together with a payment processing fee shown before you confirm. Purchased credits are used after your plan's included credits and expire one year after purchase. Credit packages are non-refundable and have no cash value.

Third-party charges

When you connect your own WhatsApp Business account, Meta may charge you directly for messages under its own pricing; those charges are between you and Meta. Fees charged by other Third-Party Services you connect are your responsibility.

Taxes, late payment and price changes

Fees exclude taxes. You are responsible for all sales, use, value-added and similar taxes, other than taxes on our net income. If a payment fails, we and Stripe may retry it, and we may limit AI Features as described above; if the balance remains unpaid, your subscription may end under Section 19. We may change our prices or AI Credit rates by giving you at least 30 days' notice; changes take effect at your next renewal. Negotiated prices apply as stated in your order.

30-day money-back guarantee

If Replyhand is not right for you, you may request a refund of your organization's first subscription payment by writing to support@replyhand.com within 30 days after that payment. We will refund that payment minus the value of the AI Credits consumed up to the date of your request, to the original payment method, and your subscription will end on the date of the refund. The guarantee applies once per Customer and does not cover credit packages, Overage, taxes paid to authorities, or charges from Third-Party Services.

Cancellation

You may cancel your subscription at any time from the Billing settings in the Service. Cancellation takes effect at the end of the current billing period; you keep access until then, and it will not renew. Any Overage accrued through the end of the subscription is invoiced on a final invoice. Deleting your organization, or deleting an account that is the only member of an organization, cancels that organization's subscription immediately: Overage accrued up to that moment is invoiced, and the unused part of the billing period is not refunded, except under the guarantee above.

No other refunds

Except for the guarantee above, where required by applicable law, or where we terminate the Service for convenience under Section 19, fees are non-refundable, including for partial billing periods, unused AI Credits and downgrades.

As between the parties, you own your Customer Data. You grant Replyhand a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit and display Customer Data solely to provide, secure and support the Service, to comply with law, and as otherwise described in these Terms and your instructions.

You are responsible for your Customer Data, including its accuracy, legality and the means by which you acquired it, and for having all rights, notices and consents needed for us to process it as described in these Terms, including the notices and consents required to communicate with End Customers on each Channel and to record and transcribe calls.

We do not use Customer Data to train artificial intelligence models. We may collect and use aggregated or de-identified information about the use and performance of the Service, which does not identify you, your Account Users or End Customers, to operate, secure and improve the Service.

You can export your contacts and conversation data through the Service while your subscription is active. Do not submit to the Service payment card numbers, government identification numbers, health information subject to HIPAA or similar laws, or other highly sensitive data, except as incidental content of End Customer messages that you do not control; the Service is not designed to meet the specific requirements that apply to such data.

This Section applies to personal data contained in Customer Data ("Customer Personal Data"). With respect to Customer Personal Data, you are the controller (or "business") and Replyhand is your processor (or "service provider"). With respect to personal data about Account Users that we use to run our business, such as account and billing details, Replyhand acts as a controller as described in our Privacy Policy.

• Instructions. We process Customer Personal Data only to provide the Service and on your documented instructions, which include these Terms and your configuration and use of the Service, unless the law requires otherwise. We do not sell Customer Personal Data or share it for cross-context behavioral advertising, and we do not retain, use or disclose it for any purpose other than providing the Service.
• Confidentiality and security. Our personnel with access to Customer Personal Data are bound by confidentiality obligations. We maintain appropriate technical and organizational measures designed to protect it, including encryption in transit, access controls and tenant isolation enforced in the database.
• Sub-processors. You authorize us to engage the sub-processors listed in our Privacy Policy. We bind each sub-processor to data protection obligations at least as protective as this Section and remain responsible for their performance. We will give notice of new sub-processors through the Privacy Policy or the Service, and you may object on reasonable data protection grounds; if we cannot address the objection, you may cancel the affected Service.
• Assistance. Taking into account the nature of the processing, we will provide reasonable assistance with requests from individuals exercising their rights, with data protection impact assessments, and with consultations with regulators.
• Security incidents. We will notify you without undue delay, and where feasible within 72 hours, after we confirm a breach of security leading to the unauthorized access to or disclosure of Customer Personal Data, and will provide information reasonably available to us to help you meet your obligations.
• International transfers. Customer Data is hosted in the United States. Where the law requires a transfer mechanism, the parties agree that the applicable standard contractual clauses approved by the European Commission, the UK and other competent authorities apply and are incorporated by reference.
• Deletion. After your subscription ends, and on your written request, we will delete Customer Personal Data in our systems within a reasonable period, except for copies we must retain by law and copies in backups that are overwritten in the ordinary course.
• Information. On written request, no more than once a year, we will provide information reasonably necessary to demonstrate compliance with this Section.

AI Features are powered by third-party AI models that we access through our infrastructure providers. AI Output is generated automatically, is probabilistic, and may be inaccurate, incomplete or inappropriate, even when it sounds confident. Similar prompts may produce different outputs, and AI Output generated for you may resemble output generated for others.

• You control what the AI knows and does. You configure the AI agent's knowledge, instructions, catalog, working modes and handoff rules, and you are responsible for keeping that information accurate and for reviewing how the AI represents your business.
• The AI speaks for you. Replies the AI agent sends to End Customers, data it records and actions it takes (such as sending product information or checkout links, saving contact details or handing off a conversation) are made on your behalf, on the basis of your configuration, and you are responsible for them.
• Disclosure. You are responsible for informing End Customers that they are communicating with an automated system wherever the law or a platform policy requires it, including laws that require disclosing the use of bots or AI.
• Not for high-stakes decisions. Do not use AI Features to provide medical, legal, financial or emergency advice, or to make decisions that produce legal or similarly significant effects on individuals, without appropriate human review.
• Your assistant's changes. When the AI assistant proposes a change to your workspace, it asks you to confirm before applying it. You are responsible for the changes you confirm.

As between the parties, you own the AI Output generated for you, to the extent permitted by law, subject to the rights of third parties.

Each Channel is operated through a Third-Party Service, and your use of it is subject to that provider's terms and policies in addition to these Terms. The provider, not Replyhand, decides whether to approve, restrict or suspend your accounts, numbers and message templates.

• WhatsApp. You must comply with the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy and the WhatsApp Commerce Policy, including obtaining opt-in consent before messaging End Customers, using approved templates outside the customer service window, and honoring opt-outs. The Service honors common opt-out words (such as STOP or BAJA) by blocking marketing templates to that contact; you remain responsible for honoring every opt-out you receive.
• Instagram and Messenger. You must comply with Meta's Platform Terms and its Instagram and Messenger policies.
• Campaigns. You may send campaigns only to people who have given the consents required by law and by the Channel, and you are responsible for the content, timing and frequency of your campaigns under all applicable laws, including anti-spam, telemarketing and consumer protection laws.
• Phone lines and calls. Phone numbers we provide remain the property of us or our carriers; they are assigned to you for use with the Service and may be released when your subscription ends. Calls on AI-answered lines are recorded and transcribed, and the Service plays a recording notice unless your own greeting already provides one. You are responsible for complying with the laws on call recording, consent and automated calling that apply to you and your callers, including laws that require the consent of all parties to a call. Phone lines provided through the Service do not support emergency calls and must not be used to reach emergency services.
• Web chat widget. When you embed the widget on your website, you are responsible for giving your website visitors any notices required by law about the chat and the processing of their messages, and for configuring identity verification where you rely on it.

You will not, and will not permit anyone to:

• use the Service in violation of any law or regulation, or of the terms and policies of any Channel;
• send unsolicited or deceptive messages, spam or content that is unlawful, harassing, hateful, defamatory, sexually explicit involving minors, or that infringes the rights of others;
• impersonate any person or organization, or misrepresent the source or nature of a message, including by concealing that End Customers are communicating with AI where disclosure is required;
• use the Service to target or collect data from children under the age of 16;
• upload malware, probe or test the vulnerability of the Service, or breach or circumvent its security, authentication, rate limits or usage limits;
• access the Service to build a competing product, or copy, frame, scrape, reverse engineer or decompile the Service, except to the extent the law expressly permits;
• resell, sublicense or provide the Service to third parties, except to your End Customers as part of your own business;
• use the Service to generate or send content designed to manipulate elections, facilitate fraud, or cause physical harm.

We may remove content, block messages or restrict features that we reasonably believe violate this Section.

The Service interoperates with Third-Party Services that you choose to connect, such as Meta's platforms, Shopify, WooCommerce and tools connected through the Model Context Protocol. When you connect a Third-Party Service, you instruct us to exchange Customer Data with it as needed for the integration. Third-Party Services are provided by their operators under their own terms and privacy policies; we do not control them and are not responsible for them, for their availability, or for any data once it is in their systems. If a Third-Party Service changes or discontinues its interface, we may modify or discontinue the corresponding feature.

YouTube. When you add a YouTube channel for your AI agent to learn from, the Service uses YouTube API Services. By adding a YouTube channel, you agree to be bound by the YouTube Terms of Service: https://www.youtube.com/t/terms

To provide support, investigate issues, maintain security and operate the Service, authorized Replyhand staff can access your organization's account and Customer Data. Staff access is limited to personnel bound by confidentiality obligations, takes place under each staff member's own identity, and is recorded internally. A staff member who joins your account appears in your team roster as Replyhand support, and your organization's owners and admins can remove them at any time; we may join again when support requires it. We access Customer Data only as needed for these purposes or as required by law.

The Replyhand mobile applications are part of the Service and are licensed, not sold, to you under these Terms. The app may update automatically, and some versions may stop working until you install an update.

If you download the app from Apple's App Store, you acknowledge that these Terms are between you and Replyhand only, not Apple; that Apple has no obligation to provide maintenance or support for the app; that, to the maximum extent permitted by law, Apple has no warranty obligation for the app; that Replyhand, not Apple, is responsible for addressing any claims relating to the app, including product liability, legal or regulatory compliance and intellectual property claims; that you are not located in a country subject to a U.S. Government embargo or listed as a prohibited party; and that Apple and its subsidiaries are third-party beneficiaries of these Terms with the right to enforce them against you as they relate to the app. Your use of the app must also comply with the applicable app store terms.

We may offer features identified as beta, pilot, preview or early access. They are provided for evaluation, as is and without any warranty or commitment of availability, may be changed or discontinued at any time, and may be subject to additional terms we present when you enable them.

Each party may receive non-public information from the other that is marked or would reasonably be understood as confidential, including Customer Data and the non-public aspects of the Service ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to its personnel, contractors and service providers who need to know it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, after giving the other party reasonable notice where legally permitted.

Replyhand and its licensors own all rights in the Service, including its software, design, documentation and trademarks, and in any improvements to it. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication or otherwise. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

We may suspend all or part of your access to the Service, including specific Channels or features, if: (a) your account is past due; (b) we reasonably believe your use violates these Terms, a Channel's policies or the law, or creates a security risk or potential liability for us or others; (c) a Third-Party Service requires it; or (d) the law or a competent authority requires it. Where practicable, we will give you notice and an opportunity to cure before or promptly after suspending, and we will restore access once the cause is resolved.

These Terms apply from the moment you first access the Service until your subscription ends and you stop using the Service. Either party may terminate these Terms if the other materially breaches them and fails to cure the breach within 30 days of written notice. We may also terminate the Service for convenience with at least 30 days' notice, in which case we will refund any prepaid fees for the unused portion of your subscription.

Your subscription ends when a cancellation takes effect, when it is terminated under this Section, or when an unpaid balance is not resolved after our payment processor's retry period. When it ends: access to the workspace pages of the Service is blocked; included AI Credits lapse; phone lines we provided are disconnected and their numbers may be released; and messages sent to your Channels are no longer received or stored. Purchased credit packages remain available until they expire if you subscribe again.

We may delete Customer Data 90 days after your subscription ends, or earlier on your request, subject to Section 8. Sections 5 (for unpaid amounts), 7, 8, 16, 17 and 20 through 25, and any other provision that by its nature should survive, survive termination.

Each party represents that it has the authority to enter into these Terms. We warrant that we will provide the Service in a professional manner consistent with generally accepted industry standards; if we breach this warranty, your exclusive remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot, to terminate the affected Service and refund prepaid fees for its unused portion.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, AI OUTPUT AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLYHAND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT ANY MESSAGE OR CALL WILL BE DELIVERED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY YOU TO REPLYHAND FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to your payment obligations, to your obligations under Section 22, to a party's infringement or misappropriation of the other's intellectual property, or to liability that cannot be limited by law.

You will defend Replyhand, its affiliates and their officers, directors and employees against any claim, demand, investigation or proceeding brought by a third party or authority arising out of or relating to: (a) your Customer Data; (b) your use of the Service in breach of these Terms, a Channel's policies or the law, including your campaigns, communications with End Customers and call recordings; or (c) AI Output you chose to use, send or rely on. You will pay the damages, fines, settlements and reasonable costs, including attorneys' fees, finally awarded or agreed in connection with such a claim. We will give you prompt notice of the claim, reasonable cooperation at your expense, and control of its defense, except that you may not settle a claim that imposes obligations on us without our consent.

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to them, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Before starting any proceeding, the parties will try in good faith to resolve the dispute informally for at least 30 days after written notice. To the extent permitted by law, each party waives any right to a jury trial and to participate in a class or representative action. Nothing in these Terms limits any rights that cannot be waived under the mandatory laws of your jurisdiction.

We may update these Terms from time to time. If a change is material, we will notify you by email or in the Service at least 30 days before it takes effect, except for changes required by law or relating to new features, which may take effect immediately. The updated Terms apply from their effective date; if you do not agree with them, you may cancel your subscription before they take effect. Continued use of the Service after that date constitutes acceptance.

• Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between the parties about the Service and supersede all prior agreements and understandings on that subject. Terms in any purchase order or other document you provide do not apply.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including failures of Third-Party Services, carriers, internet or hosting providers, natural disasters, war, terrorism, labor actions or governmental action.
• Notices. We may give notices by email to the owner of your organization or in the Service. You must give legal notices to Braintu Inc., 251 Little Falls Drive, Wilmington, Delaware 19808, USA, with a copy to support@replyhand.com.
• Export and sanctions. You represent that you are not located in, and will not use the Service from, a country subject to comprehensive U.S. sanctions, and that you are not a restricted party under U.S. or other applicable sanctions or export laws.
• Independent parties. The parties are independent contractors; these Terms create no partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. Except as stated in Section 14, these Terms confer no rights on any third party.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest will remain in effect. A failure to enforce a provision is not a waiver.
• Language. These Terms are made available in English and Spanish. If there is any conflict between the versions, the English version controls.