1. Acceptance of Terms

By accessing or using the VayVix platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

VayVix is a software-as-a-service (SaaS) platform that provides customer engagement tools, including but not limited to chatbot creation and management, multi-channel messaging, campaign automation, analytics and reporting, and third-party integrations. The Service is designed to help businesses communicate with their customers across various digital channels in a compliant and efficient manner.

3. Account Registration

To use the Service, you must create an account. You agree to:

• Be at least 18 years of age or the age of legal majority in your jurisdiction.
• Provide accurate, current, and complete registration information.
• Maintain and promptly update your account information to keep it accurate.
• Maintain the security and confidentiality of your login credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized use of your account.

4. Acceptable Use Policy

You agree not to use the Service to:

• Send unsolicited messages, spam, or bulk communications without proper consent.
• Harass, threaten, defame, or intimidate any individual or entity.
• Distribute malware, viruses, or any harmful or malicious code.
• Transmit illegal, fraudulent, deceptive, or misleading content.
• Scrape, crawl, or collect data from the Service through automated means without authorization.
• Attempt to gain unauthorized access to any part of the Service, other accounts, or connected systems.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service in any manner that violates applicable local, national, or international laws or regulations.
• Impersonate any person or entity or misrepresent your affiliation.
• Interfere with or disrupt the integrity or performance of the Service.

5. Messaging and Communication Compliance

When using the Service to send messages or communications to end-users, you must comply with all applicable laws, regulations, and third-party platform policies. Specifically, you agree to:

• Obtain explicit, verifiable opt-in consent from recipients before sending any messages.
• Maintain accurate and accessible records of all consent obtained from recipients.
• Honor all opt-out, unsubscribe, and stop requests within 24 hours of receipt.
• Include clear identification of your business in all communications.
• Ensure all message content is truthful, non-deceptive, and not misleading.
• Respect channel-specific messaging windows and rate limits (e.g., 24-hour conversational messaging windows).
• Refrain from sending messages related to prohibited content categories, including but not limited to illegal products or services, adult content, weapons, or discriminatory content.
• Not use the Service to send messages for phishing, social engineering, or any form of fraud.
• Comply with all applicable anti-spam, telemarketing, and electronic communications laws and regulations in your jurisdiction and the jurisdictions of your recipients.

Failure to comply with these messaging requirements may result in immediate suspension or termination of your account without prior notice.

6. User Data Responsibilities

As a user of the Service, you act as the data controller for any personal data of your end-users that is processed through the platform. You acknowledge and agree to:

• Maintain your own privacy policy that complies with all applicable data protection laws and clearly discloses how end-user data is collected, used, and shared.
• Obtain all necessary consents and legal bases required under applicable law before collecting or processing end-user personal data through the Service.
• Not sell, rent, or otherwise improperly disclose end-user personal data obtained through the Service.
• Respond promptly to data subject requests (access, deletion, correction, portability) from your end-users.
• Implement appropriate technical and organizational measures to protect end-user data.
• Notify VayVix and affected individuals promptly in the event of a data breach involving end-user data.

7. API and Integration Usage

When using the Service's APIs or third-party integrations, you agree to:

• Comply with all applicable third-party platform terms of service, developer policies, and usage guidelines.
• Use data obtained through integrations solely for the purpose of providing your services to your end-users and not for any unrelated purpose.
• Not sell, transfer, or sublicense data obtained through third-party integrations to any third party.
• Not use data obtained through integrations for advertising, marketing profiling, or any purpose unrelated to the core functionality of the Service.
• Implement data minimization practices — collect and retain only the data necessary for your stated purpose.
• Maintain the security and confidentiality of all API keys, tokens, and credentials.
• Not exceed applicable rate limits or use the API in a manner that degrades service quality for other users.

8. Intellectual Property

The Service, including all software, designs, text, graphics, interfaces, and other content, is owned by VayVix and is protected by intellectual property laws. You retain ownership of all content and data you upload or create through the Service ("User Content"). By using the Service, you grant VayVix a limited, non-exclusive, worldwide license to use, process, and store your User Content solely for the purpose of providing and improving the Service. This license terminates when you delete your User Content or close your account, except where retention is required by law.

9. Payment and Billing

Certain features of the Service require a paid subscription. By subscribing to a paid plan, you agree to:

• Pay all applicable fees as described in the pricing plan you selected.
• Provide valid and current payment information.
• Authorize automatic recurring billing at the applicable subscription interval until you cancel.
• Cancellation must be made before the next billing cycle to avoid charges for the subsequent period.

Refunds are provided in accordance with our refund policy. VayVix reserves the right to modify pricing with at least 30 days' prior notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

10. Service Availability and Disclaimers

The Service is provided on an "as-is" and "as-available" basis. While we strive to maintain high availability, VayVix does not guarantee uninterrupted or error-free operation of the Service. We reserve the right to perform scheduled maintenance, which may temporarily impact availability. VayVix shall not be liable for any service interruptions caused by circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, internet service disruptions, third-party platform outages, or other force majeure events. To the fullest extent permitted by law, VayVix disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of Liability

To the maximum extent permitted by applicable law, VayVix and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with your use of the Service. In no event shall VayVix's total aggregate liability exceed the amount you paid to VayVix in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the legal theory under which liability is asserted.

12. Indemnification

You agree to indemnify, defend, and hold harmless VayVix, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service or violation of these Terms.
• Your violation of any applicable law, regulation, or third-party rights.
• Any content or data you transmit through the Service.
• Your messaging practices or failure to obtain proper consent from recipients.
• Any claim by a third party related to your use of the Service.

13. Termination

Either party may terminate this agreement at any time. VayVix may suspend or terminate your access to the Service immediately if you violate these Terms or if required by law. Upon termination:

• Your right to access and use the Service will cease immediately.
• You will have 30 days from the date of termination to export your data, after which VayVix may delete your data.
• All provisions that by their nature should survive termination shall survive, including intellectual property provisions, limitation of liability, indemnification, and dispute resolution.
• Any outstanding fees owed will become immediately due and payable.

14. Changes to Terms

VayVix reserves the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes through the Service or via email to the address associated with your account. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service before the changes take effect.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with applicable laws, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If a dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration or the courts of competent jurisdiction, as permitted by applicable law.

16. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Email: [email protected] VayVix — Customer Engagement Platform