Terms of Service

The agreement governing use of the Iterait platform for building, deploying, and operating AI-powered conversational agents over messaging channels.

Effective 1 January 2026

These Terms of Service (the "Terms") are a binding agreement between Iterait, Inc. ("Iterait," "we," "us") and the organization that registers for or uses the Services ("Customer," "you"). By creating an account, accepting these Terms, or using the Services, you agree to them. If you accept on behalf of an organization, you represent that you are authorized to bind it.

You represent that you acquire and use the Services solely for business or professional purposes and not for personal, family, or household purposes. Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited.

Company information (updated 8 September 2026): Iterait acquired Welth Technologies, SAS Sociedad de Beneficio e Interes Colectivo, an Ecuadorian company. This disclosure explains the relationship between the Iterait brand and Welth Technologies; it does not change the contracting party identified above.

Questions about these Terms: hello@joiniterait.com · Security: security@joiniterait.com

1. Definitions

"Services"

Iterait's platform for building, configuring, deploying, and monitoring AI-powered conversational agents ("Agents") over messaging channels, together with the web application, dashboards, APIs, integrations, Modules, and related tools we make available.

"Agent"

A software agent configured under your account that generates automated responses using large language models ("LLMs") and the tools, knowledge, and business data you configure.

"End User"

An individual who interacts with an Agent.

"Customer Materials"

Data, prompts, Agent configurations, knowledge bases, catalogs, templates, contact lists, and media that you or your users submit to the Services.

"End-User Content"

Messages and other content submitted by End Users in the course of interacting with an Agent.

"Output"

Content generated by an Agent in response to inputs.

"Customer Data"

Customer Materials, End-User Content, and Output, collectively.

"Operational Data"

Logs, metrics, delivery receipts, metering records, and similar technical records generated by the Services in the course of operation.

"Aggregated and Statistical Information"

Data derived from operation of the Services that is aggregated and de-identified so that it does not identify you, any End User, or any natural person. It is not Customer Data.

"Channel"

A messaging network over which an Agent communicates, including the WhatsApp Business Platform operated by Meta.

"Module"

A vertical-specific capability set (for example, the Appointments, Sales Development, or Account Servicing Module), governed additionally by the Service Specific Terms.

"Service Specific Terms"

Supplemental terms for particular Modules, published at joiniterait.com/legal/service-specific-terms and incorporated by reference.

"Documentation"

The service descriptions, brochures, and product materials we make generally available for the Services.

"Security Exhibit"

The versioned description of our technical and organizational measures, published at joiniterait.com/legal/security.

"Meta"

Meta Platforms, Inc. and its affiliates.

"Model Provider"

A third-party provider of LLM or inference services used to operate the Services, as listed in the Subprocessor and Provider List.

"Order"

An ordering document, subscription selection, or in-product plan purchase referencing these Terms.

"Channel Charge" and "Customer Service Window" have the meanings in Appendix A.

2. The Services

2.1 Provision. We provide the infrastructure to operate Agents: Agent configuration and prompt management; connection of messaging accounts; message routing and delivery orchestration; conversation history, analytics, and operational dashboards; scheduling, reminders, and follow-up automations; and Modules. Feature availability varies by plan, Module, Channel, and country.

2.2 Licence. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation during the term, for your internal business purposes and for communicating with your End Users.

2.3 Role. We are a technology provider. We do not provide medical, legal, financial, or other professional services or advice, and we are not a party to any transaction or communication between you and your End Users. We have no obligation to monitor the substance of your conversations for your compliance with law or Channel policy. We may process Customer Data and Operational Data as reasonably necessary for security, abuse prevention, service integrity, support, billing, and legal compliance.

2.4 Changes to the Services. We may add, change, or retire features. We will give at least 30 days' notice of a change we reasonably expect to materially and adversely affect the core functionality of a paid plan or to materially alter Agent behavior, except where a change must be made sooner for security, legal, or Channel-compliance reasons, in which case we will give as much notice as is practicable.

2.5 Affiliates. You may permit your affiliates to use the Services under your account. You remain responsible for their compliance as if their acts were your own.

2.6 Subprocessors and independent providers. The Subprocessor and Provider List at joiniterait.com/legal/subprocessors distinguishes (a) subprocessors we engage to perform the Services, for whose performance we remain responsible, from (b) independent providers — including Meta and, for certain processing, payment providers — which operate their own platforms under their own terms and for whose acts, availability, decisions, and pricing we are not responsible.

2.7 Third-party features. Where a feature requires you to accept a third party's terms, you may decline that feature; declining does not affect the remainder of the Services.

3. Accounts and administration

3.1 Registration. You must provide accurate registration information and keep it current. You are responsible for activity under your account and for the confidentiality of credentials and API keys. Notify us promptly at security@joiniterait.com of any suspected unauthorized use.

3.2 Organization roles. Accounts are organized into organizations with role-based access. Your administrators control membership, Agent configuration, connected accounts, and data. Instructions from your administrators are authorized instructions from you.

3.3 Acceptance records. We maintain records of the accepting user, organization, version of these Terms, and timestamp of acceptance. Where we materially change these Terms, we may require renewed acceptance before continued use.

4. Channel and Module availability

4.1 Enabling a Module is not a permission. The availability of a Module in the product does not mean that Module, or any particular use of it, is permitted on every Channel, in every country, or for your business. Channel operators restrict certain business categories and use cases, and those restrictions change.

4.2 Your determination. Before using a Module on a Channel, you are responsible for determining that your intended use is permitted by that Channel's policies and by applicable law in each country you message into, and for obtaining any authorization the Channel operator requires. You represent that you have done so, and you will cease a use that becomes non-permitted.

4.3 Account Servicing Module; prohibited collection use. The Account Servicing Module supports a creditor or service provider communicating with its own customer, about that customer's own account, where that customer has opted in — for example balance and due-date notifications, payment confirmations, and self-service payment links. Use of the Module requires express written authorization in an Order identifying the permitted Channels and countries.

You may not use the Services to conduct debt collection on any Channel whose operator prohibits it. This includes acting as a third-party collection agency; messaging in respect of purchased, charged-off, or assigned debt; late-stage recovery, pressure, or escalation messaging; threatening legal action or adverse consequences; and contacting any person other than the account holder about the account. Meta's WhatsApp Business Messaging Policy prohibits debt collection irrespective of any licence, registration, or approval you hold, and no authorization from us permits that use on WhatsApp.

4.4 Third-party contact. You will not use the Services to contact a person about another person's account, obligation, or affairs except where you have independently determined that doing so is permitted by applicable law and Channel policy, and you will configure Agents accordingly.

4.5 No characterization. Nothing in these Terms determines either party's regulatory status under any law. Each party is responsible for its own status and obligations based on its actual conduct.

5. Customer responsibilities and End-User disclosures

5.1 Configuration ownership. You are responsible for the accuracy, quality, and legality of Customer Materials and of your Agent configuration — including system instructions, knowledge sources, tools you enable, campaign targeting, and message content. You must obtain the licences, consents, and permissions necessary for us to process Customer Data to provide the Services.

5.2 Disclosure to End Users. You must, to the extent required by applicable law, ensure that at or before the first automated response an End User is informed that they are interacting with an automated system, that your privacy notice is available to them, and that a means of reaching a human representative is offered. You will not remove, suppress, or obscure a disclosure the Services are configured to present.

5.3 End-User notices. Your notices or terms presented to End Users must state that responses are generated by an automated system, may be inaccurate, and are not professional advice. You will not make any representation or warranty about the Services to an End User on our behalf. This section is a disclosure obligation. It does not, by itself, create any agreement between us and your End Users, and neither party relies on it to do so.

5.4 Human oversight. You must validate Agent configuration before deploying it, monitor Agent behavior through the dashboard, and maintain a human escalation path for End Users.

5.5 Model Provider policies. Your use must comply with the usage policies of the Model Providers serving your Agents. We identify the Model Provider serving each Agent in the product, link the applicable policies in the Subprocessor and Provider List, and will notify you of material changes to those policies of which we become aware.

5.6 Consent and messaging law. You are responsible for obtaining and recording any legally required consent before initiating messages, for honoring opt-outs, and for compliance with messaging, telemarketing, consumer-protection, privacy, and sector-specific law in each jurisdiction you message into.

6. WhatsApp and the Meta platform

6.1 Meta's terms govern the Channel. Use of WhatsApp through the Services requires your compliance with Meta's terms, including the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy, the Meta Business Tools terms, and the WhatsApp Commerce Policy, as updated by Meta. Where Meta's terms conflict with these Terms as to the WhatsApp Channel, Meta's terms control that Channel.

6.2 Your Channel assets. As between the parties, you own your WhatsApp Business Account, phone numbers, display names, and message templates, subject to Meta's terms. You grant us the permissions necessary to operate them on your behalf during the term. On termination, we will not obstruct the transfer of your WhatsApp Business Account or numbers to you or another provider, and will provide reasonable assistance and your template definitions in a usable format. Number portability is ultimately controlled by Meta and the underlying carrier.

6.3 Template decisions are Meta's. Business-initiated messages require templates approved by Meta. Meta — not Iterait — reviews, approves, rejects, pauses, and categorizes templates and sets their price category. We are not responsible for template approval or rejection; re-categorization and resulting price changes; template pausing; quality-rating or messaging-limit changes; or the restriction or banning of a number or account. Such decisions are not a failure of the Services.

6.4 Credits. No credit is due for a Meta decision, except that we will credit you for (a) a Channel Charge we passed through in error, (b) an amount Meta actually refunds or credits to us in respect of your usage, and (c) a rejection or charge directly caused by our error or breach.

6.5 Messaging windows. The Services are designed to apply Meta's Customer Service Window rules (Appendix A) to message sending. You remain responsible for the substance of what you send.

6.6 Channel availability. Outages, API changes, policy changes, rate limits, deprecations, and enforcement actions by Meta are outside our control and are not a breach of these Terms.

7. Fees and payment

7.1 Paid service. The Services are chargeable from the Effective Date. No launch period, promotional fee waiver, or free trial applies unless expressly stated in an Order signed by Iterait. Channel Charges and platform fees are payable from the outset.

7.2 Fees. Fees comprise:

(a) Channel Charges. Amounts a Channel operator charges in respect of your messaging, passed through to you as billed to or through us. Meta sets these charges and may change its rate card, categories, pricing model, or free-message rules at any time; Channel Charges change with Meta's changes, effective when Meta's change is effective. We may apply a separately disclosed handling, currency-conversion, or processing fee, which will be identified on your invoice and in the pricing materials we provide to you before it applies.

(b) Platform fees. Subscription and/or usage-based fees as stated in your Order or in the pricing materials we provide to you.

7.3 Metering and reconciliation. Platform usage is computed from our metering records, which are authoritative for platform fees absent manifest error. Channel Charges are determined by the Channel operator's delivery and billing records, which control if they differ from ours. We will reconcile against those records, prevent duplicate charging, apply the exchange rate disclosed on the invoice, correct undercharges on a later invoice, and correct overcharges only through non-cash credits against future fees. You must raise a billing dispute within 60 days of the invoice; we will not suspend for a good-faith disputed amount while it is under review.

7.4 Billing; no cash refunds. Fees are billed through our payment processor in the currency stated at purchase. All fees are non-refundable and committed amounts in an Order are non-cancellable, except where law requires a cash refund. Any other compensation or adjustment is issued only as a non-cash credit against future fees and is not redeemable for cash. You authorize recurring charges to your payment method.

7.5 Taxes. Fees exclude taxes. You are responsible for applicable taxes, levies, and duties, excluding taxes on our net income. If withholding is required, you will gross up so that we receive the full amount.

7.6 Late payment. Undisputed overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend under Section 12 for undisputed amounts more than 30 days overdue.

7.7 Renewal and price changes. Paid subscriptions renew for successive terms unless either party gives 30 days' notice of non-renewal. We may increase platform fees at renewal on 30 days' notice; an increase to the platform fees for the same services in your existing plan will not exceed 10% at any single renewal. This cap does not apply to Channel Charges, taxes, third-party charges, newly added services or Modules, plan changes you request, or increases attributable to your usage.

7.8 Onboarding and configuration period. Where offered to you or stated in your Order, we may provide an onboarding and configuration period of 7 or 15 days, depending on your plan, during which we assist with account setup, Agent configuration, and Agent training — with or without a member of the Iterait team taking part, as we determine. The period begins on the date your first payment for the applicable plan is made. It runs concurrently with your subscription and does not extend, pause, or reduce your subscription term or the fees due.

This period is offered at our discretion as an additional service. It is not a free trial, not a trial of the Services, and not a refund, cancellation, or evaluation period, and we are under no obligation to provide it. We may vary its length, shorten it, or withdraw it for any plan or customer. Its availability, length, or outcome does not affect fees due, does not create any warranty or service level, and does not guarantee any particular Agent configuration, training result, or level of performance. Sections 14 and 18 apply to it in full.

7.9 Anomalous Agent behavior protection. A "Qualifying Incident" occurs where we determine, acting reasonably and using available conversation, metering, and Channel records, that an Agent (a) sent messages to the same conversation in a volume or repetition pattern substantially exceeding its reasonably expected operation; (b) sent messages clearly unrelated to its configured business scope; or (c) behaved in a way clearly attributable to a prompt-injection or jailbreak exploit. The behavior must not have arisen from your Agent configuration, instructions, knowledge sources, campaign targeting, breach of Sections 5, 10.4, or 11, or a Channel operator's own fault.

For every confirmed Qualifying Incident, we will credit your account for the Channel Charges and platform fees attributable to the affected messages. This credit is mandatory once confirmed, applies only against future fees, is not payable or redeemable in cash, and does not expire while your account remains active. Any unused credit expires when your account terminates, except where law requires otherwise. The credit is not an admission of fault and is in addition to any remedy in Section 14.2. Sections 17 and 18 continue to apply.

You must report a suspected Qualifying Incident to security@joiniterait.com within 60 days after the first invoice containing the affected charges and provide information reasonably requested for the investigation. No report is required where we identify the incident ourselves. We will use commercially reasonable efforts to decide within 10 business days after receiving sufficient information. If we require Channel-operator records or additional information, we may extend that period and will explain why. We will apply a confirmed credit within 10 business days after our determination and show it on the next applicable invoice or account statement.

8. AI governance

8.1 Nature of the technology. Agents use LLMs. Output is probabilistic. It may be inaccurate, incomplete, outdated, offensive, or misleading ("hallucinations"), even where an Agent is competently configured. Identical inputs may produce different Output. Output may not be unique to you: other customers may receive the same or similar Output, and that creates no rights for either of you.

8.2 Roles under AI law. Each party is responsible for the obligations applicable to its own role under laws governing artificial intelligence. We will provide and maintain features reasonably designed to enable disclosure of automated interaction and will meet the obligations applicable to us as a provider of the Services. You must configure and use those features as documented and must comply with Section 5.2.

8.3 Human oversight. Output is not professional advice and is not a substitute for qualified professionals. You must exercise your own judgment. You will not configure Agents to make, and will not rely on Agents to make, a consequential decision about an End User without meaningful human review — including decisions on medical care, credit, employment, insurance, legal rights, or the initiation of legal or collections proceedings. Where law grants an individual a right not to be subject to solely automated decision-making, honoring that right is your obligation as the party deploying the Agent.

8.4 Output rights. As between the parties, and to the extent permitted by law, we assign to you our rights, if any, in Output generated for you. Given 8.1, we do not warrant that Output is accurate, original, or non-infringing.

8.5 No training on your data. We do not use Customer Data to train or fine-tune foundation models. We use Model Provider offerings under terms that restrict the provider from training on Customer Data and limit retention; the provider-specific retention periods and restrictions in force are stated in the Subprocessor and Provider List and the DPA.

8.6 Aggregated data. We may use Aggregated and Statistical Information to operate, secure, benchmark, and improve the Services. We will not attempt to re-identify it, combine it with other data to identify any person, sell it as personal data, or use it unlawfully.

8.7 Model changes. We may change Model Providers, model versions, and orchestration. Agent behavior may shift as a result; Section 2.4 governs notice. You are responsible for re-validating your configuration following a notified change.

9. Data protection and security

9.1 Ownership. We claim no ownership of Customer Data; as between the parties you retain all rights you hold in it. You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and make technical copies of Customer Data solely to provide, secure, and support the Services, to exercise our rights under Section 2.3, and to comply with law.

9.2 Roles. For personal data in Customer Data, you act as controller or processor, as applicable, and appoint us as processor or subprocessor. For account administration, billing, fraud prevention, security, and relationship management — processing for which we determine the purposes and means — we act as an independent controller as described in our Privacy Notice. Certain third parties, including Meta and payment providers, act as independent controllers for some processing. The Data Processing Addendum at joiniterait.com/legal/dpa applies automatically to our processing of personal data in Customer Data and is incorporated into these Terms.

9.3 Restricted Data. The Services are not PCI DSS compliant. You must not submit, and must configure Agents not to solicit, full payment card numbers, card security codes, bank account credentials, or passwords.

Channel operators impose further limits. Meta's WhatsApp Business Messaging Policy prohibits asking people to share full-length payment card numbers, financial account numbers, personal identification document numbers, or other sensitive identifiers over WhatsApp. You must not configure an Agent to solicit such data over a Channel whose operator prohibits it, and must instead collect it through a secure channel you control, such as a hosted form or portal.

Protected health information may be processed only where (a) an Order expressly authorizes it, (b) an appropriate business associate agreement or health-data addendum is executed, and (c) you use the configuration and providers we designate as approved for that purpose. We enforce this authorization in the product. Financial-obligation data may be processed only under an Order authorizing the Account Servicing Module in accordance with Section 4.3.

9.4 Security. We maintain technical and organizational measures designed to protect Customer Data appropriate to the risk, described in the Security Exhibit, which is versioned and which we will not materially weaken during your term. Those measures currently include encryption in transit and at rest, role-based least-privilege access, secret management, and logging designed to exclude message content and credentials from operational logs.

9.5 Security incidents. We will notify you without undue delay after becoming aware of a personal data breach affecting personal data in Customer Data. An initial notice may be based on the information then available and may be supplemented as our investigation continues. The DPA governs the content of the notice, the notification channel, cooperation, and allocation of investigation costs.

9.6 Retention, export, and deletion. On written request during the term or within 30 days after termination, we will provide your conversation records and Customer Materials in a structured, commonly used, machine-readable format, using self-service export where available and an assisted export otherwise. Your account will remain accessible in read-only form, or an assisted export will be made available, for 30 days after termination for this purpose. We will then delete or de-identify Customer Data within 90 days, except (a) residual copies in encrypted backups deleted on rolling schedules and (b) records we must retain for legal, tax, or security purposes. We may delete data associated with a free account inactive for more than 12 months on 30 days' notice.

10. Safety controls and service limits

We design the Services defensively. You acknowledge that we may tune these controls without notice and that no such control is or can be complete.

10.1 Prompt-injection mitigation. The Services apply layered mitigations designed to reduce the risk of prompt injection and jailbreak, including separating system and developer instructions from End-User Content, treating customer- and End-User-authored content as untrusted input that the runtime is designed to prevent from overriding system instructions, scoping the tools available to an Agent where such scoping is configured, validating tool inputs at service boundaries, and monitoring for anomalous behavior. These measures reduce risk; they do not eliminate it. We do not warrant that any Agent is immune to manipulation, and you must not rely on an Agent as the sole control protecting sensitive actions or data.

10.2 Conversation and volume limits. The Services apply technical limits designed to protect End Users, Channels, and platform integrity, including rate limits on API requests and message throughput, per-conversation caps and repetition controls intended to prevent an Agent from sending excessive or repetitive messages to the same conversation, idempotency and retry controls on automations, scheduling windows for automated follow-ups, and volume tiers consistent with Channel messaging limits. Where our controls detect a material anomaly, the Services are designed to throttle, block, or pause the affected Agent, conversation, automation, number, or campaign to limit further messages and charges while we investigate. Defaults are available from us on request and may be adjusted to protect service integrity, deliverability, or End Users. These controls reduce risk but may not detect every incident or prevent every affected message or charge.

10.3 Scope control. Agents are designed to operate within the business domain you configure and to decline or redirect unrelated requests. Scope adherence is a design objective, not a guarantee. An Agent may respond outside its configured scope; your obligations under Sections 5.4 and 8.3 apply.

10.4 No circumvention. You will not disable or circumvent safety controls, rate limits, or usage metering, or use one account to evade limits applied to another.

10.5 Permitted testing. You may test and probe your own Agent configuration — including adversarial testing of your Agent's responses — and we encourage it. You may not conduct penetration testing, load testing, or vulnerability research against our shared infrastructure, or any testing that targets another customer's tenant, without our prior written authorization. Report vulnerabilities to security@joiniterait.com.

11. Acceptable use

You will not use the Services to, and will take reasonable measures to prevent your users from using the Services to:

1. send unsolicited messages, or message individuals without legally required consent;

2. violate a Channel operator's policies or a Model Provider's usage policies;

3. deceive End Users, including impersonating a person or organization or concealing automation where disclosure is required;

4. engage in abusive, harassing, unfair, or deceptive conduct, misrepresent the character, amount, or legal status of an obligation, conduct debt collection contrary to Section 4.3, or contact third parties contrary to Section 4.4;

5. transmit malware, or infringe intellectual-property, privacy, or publicity rights;

6. generate or distribute unlawful content, or content that sexualizes or endangers minors;

7. provide regulated professional advice without required licences and human oversight;

8. resell, white-label, or make the Services available to third parties except under a written agreement with us;

9. reverse engineer or decompile the Services, or access them to build or support a competing product.

End-User conduct. You are not in breach of this section by reason of an End User's unsolicited conduct that you did not induce, provided you have taken reasonable preventive measures, respond promptly once aware, and cooperate with us to address it.

We may investigate suspected violations and may act under Section 12.

12. Suspension

12.1 Grounds. We may suspend or restrict the Services — in whole, or for a specific Agent, number, Module, or campaign — where reasonably necessary to address a security risk, attack, or platform degradation; prevent harm to End Users, a Channel, or third parties; respond to a material or repeated breach of Sections 4, 5, 6, 10.4, or 11; comply with law, a regulator, or a Channel operator requirement; or address undisputed non-payment under Section 7.6.

12.2 Notice and proportionality. We will use reasonable efforts to give prior notice, to limit the suspension to what is necessary, and to restore the Services promptly once the cause is resolved — except where immediate action is required to prevent harm or notice is legally prohibited.

12.3 Effect. Suspension does not relieve payment obligations. Where we suspend in accordance with this section, we are not liable for resulting losses. This does not apply to a suspension made without a ground in 12.1 or continued after the cause is resolved.

13. Term and termination

13.1 Term. These Terms apply from your first use until terminated. Paid subscriptions renew per Section 7.7.

13.2 Termination. Either party may terminate: (a) for a material breach not cured within 30 days of notice; (b) immediately for a material breach incapable of cure; (c) immediately where the other party repeatedly breaches after written notice that a further breach would permit termination; (d) immediately on the other party's insolvency, receivership, or liquidation; or (e) where a force majeure event prevents performance of a material part of the Services for 60 or more continuous days. We may terminate for convenience on 60 days' notice. Your sole compensation is a non-cash credit for prepaid, unused platform fees, applied against future fees and not redeemable for cash, except where law requires a refund.

13.3 Ceasing use. You may stop using the Services at any time. Ceasing use does not by itself terminate these Terms, cancel an Order, or discharge committed fees; to end a subscription you must give notice of non-renewal or terminate under 13.2.

13.4 Effect. On termination your right to use the Services ends, accrued fees become due, and each party returns or destroys the other's Confidential Information. Section 9.6 governs export and deletion, and the licence in Section 9.1 continues only as necessary to perform Section 9.6 and then ends. Surviving provisions: 7 (for accrued amounts), 8.4–8.6, 9.2, 9.5, 9.6, 14, 15, 16, 17, 18, 19, and 20.

14. Warranties and disclaimers

14.1 Mutual. Each party warrants that it has authority to enter these Terms and will comply with laws applicable to its own performance.

14.2 Service warranty (paid plans). During a paid subscription, we warrant that the Services will materially conform to the service descriptions we provide to you and will be provided in a professional and workmanlike manner. If we breach this warranty, you must notify us with sufficient detail to reproduce the issue, and we will use commercially reasonable efforts to correct it. If we cannot do so within 30 days, you may terminate the affected Services. Your sole monetary remedy is a non-cash service credit equal to prepaid, unused platform fees for the affected Services, applied against future fees and not redeemable for cash, except where law requires a refund.

14.3 Customer warranty. You warrant that you have the rights and consents necessary for Customer Materials and your messaging activity, and that your use complies with Sections 4, 5, 9.3, and 11.

14.4 General disclaimer.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OUTPUT, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THE CONDUCT, AVAILABILITY, PRICING, OR DECISIONS OF ANY CHANNEL OPERATOR OR MODEL PROVIDER, OR THAT ANY TEMPLATE WILL BE APPROVED OR ANY NUMBER WILL REMAIN IN GOOD STANDING. NO SERVICE LEVELS APPLY TO FREE PLANS.

14.5 AI disclaimer.

OUTPUT MAY NOT BE UNIQUE TO YOU AND IS NOT GUARANTEED TO BE ACCURATE, CURRENT, NON-INFRINGING, OR FREE OF OFFENSIVE OR UNAUTHORIZED CONTENT. AI SYSTEMS HAVE INHERENT LIMITATIONS ARISING FROM TRAINING DATA, PROMPTING, AND MODEL BEHAVIOR, INCLUDING HALLUCINATION. THE SERVICES ARE NOT A REPLACEMENT FOR QUALIFIED AND SKILLED PROFESSIONALS. YOU MUST EXERCISE YOUR OWN GOOD JUDGMENT AND MAINTAIN HUMAN OVERSIGHT UNDER SECTION 8.3.

15. Intellectual property; feedback

The Services — including software, model orchestration, interfaces, Documentation, Operational Data, Aggregated and Statistical Information, and all improvements — are owned by us and our licensors. Apart from the licence in Section 2.2, no rights are granted. If you provide feedback, you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use it without restriction, attribution, or compensation.

16. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by confidentiality duties, or as required by law with notice where lawful. Confidential Information excludes information that (a) is or becomes public without breach, (b) was known to the receiving party without a duty of confidence before disclosure, (c) is independently developed without use of the disclosing party's information, or (d) is lawfully received from a third party without restriction. Either party may disclose the existence and general terms of this agreement to actual and prospective investors, acquirers, and professional advisors under confidentiality. Obligations survive five (5) years after termination; trade secrets remain protected for as long as they qualify.

17. Indemnification

17.1 By Customer. You will defend and indemnify us and our affiliates against third-party claims arising from (a) Customer Materials and your Agent configuration; (b) the campaigns, instructions, and messages you direct; (c) your breach of Sections 4, 5, 9.3, or 11; or (d) your violation of law in connection with your use of the Services. This obligation applies only to the extent such indemnification is permitted by law and does not apply to the extent the claim arises from our breach, negligence, or willful misconduct, or from the Services as provided by us and used in accordance with these Terms.

17.2 By Iterait. We will defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that party's intellectual-property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Output, your configuration or modifications, use outside these Terms, or a Channel or other third-party platform. If the Services become or may become enjoined, we may procure rights, modify them to be non-infringing, or terminate the affected portion and issue a non-cash credit for prepaid, unused platform fees attributable to that portion, applied against future fees and not redeemable for cash, except where law requires a refund. This is your exclusive remedy for infringement by the Services.

17.3 Procedure. The indemnified party must give prompt notice (delay excuses the indemnifying party only to the extent it is prejudiced), grant sole control of the defense, and provide reasonable cooperation at the indemnifying party's expense. Neither party may settle in a manner imposing liability, payment, or an admission on the other without that party's consent, not to be unreasonably withheld.

18. Limitation of liability

18.1 Exclusions.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

18.2 General cap. Except as stated in 18.3 and 18.4, each party's aggregate liability arising out of these Terms is limited to the greater of (a) the platform fees paid or payable by you in the twelve (12) months before the first event giving rise to liability, or (b) US $1,000. Channel Charges are excluded from this calculation.

18.3 Enhanced cap. For (a) either party's indemnification obligations under Section 17, (b) breach of Section 16, and (c) our breach of Section 9 (data protection and security), each party's aggregate liability is limited to the greater of (i) three times the platform fees paid or payable by you in the twelve months before the first event giving rise to liability, or (ii) US $25,000.

18.4 Unlimited. No cap applies to your payment obligations for fees incurred, to either party's fraud, gross negligence, or willful misconduct, to death or personal injury caused by negligence, or to any liability that cannot be limited under applicable law.

18.5 Allocation. The parties agree these limitations are a reasonable allocation of risk reflected in the pricing of the Services and apply even if a limited remedy fails of its essential purpose.

19. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or infrastructure failures, government action, and cyberattacks that occur despite the affected party's maintenance of reasonable and appropriate safeguards. The affected party must give prompt notice and use reasonable efforts to mitigate and resume performance. Payment obligations are excepted. Prolonged events permit termination under Section 13.2(e).

20. Governing law and disputes

20.1 Governing law and forum. These Terms are governed by the laws of the Republic of Ecuador, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The courts of Quito, Ecuador have exclusive jurisdiction, except that either party may seek injunctive or interim relief for infringement of intellectual property or breach of confidentiality in any court of competent jurisdiction.

20.2 Informal resolution. Before commencing proceedings, the parties will attempt good-faith resolution for 30 days after written notice describing the dispute. Limitation periods are tolled during this period.

20.3 Time limit. Except for claims for unpaid fees, indemnification claims, claims arising from fraud, and claims arising from a personal data breach or infringement of intellectual property, any claim must be brought within two (2) years of the date the claimant knew or reasonably should have known of it, where such a limit is permitted by law.

21. General

21.1 Changes to these Terms. We may update these Terms. A material change takes effect for a paid subscription at your next renewal. A material change may take effect during a term only where required for legal, security, or Channel-compliance reasons, in which case we will give at least 30 days' notice where practicable and you may terminate the affected Services within 30 days. Your sole compensation is a non-cash credit for prepaid, unused platform fees attributable to the affected Services, applied against future fees and not redeemable for cash, except where law requires a refund. Non-material changes take effect on posting. We maintain prior versions at joiniterait.com/legal/terms/archive.

21.2 Notices. Notices of breach, termination, indemnification, or legal process must be in writing and sent to Iterait at hello@joiniterait.com, and to you at the account email of record for your organization's administrators, with a copy to any legal-notice address you designate in writing. Either party may designate a postal address for legal notices by written notice to the other. Other notices, including product and pricing notices, may be given in-product or by email. Legal notices are deemed given on the next business day after transmission.

21.3 Assignment. Neither party may assign without the other's consent, except to an affiliate or a successor in a merger or sale of substantially all assets, on notice.

21.4 Export and sanctions. Each party will comply with applicable export-control and sanctions laws. You may not use the Services in embargoed territories or for prohibited end uses.

21.5 Entire agreement; precedence. These Terms, the DPA, the Service Specific Terms, the Security Exhibit, and any Orders are the entire agreement and supersede prior discussions. On conflict: (1) the Order; (2) the DPA, for data-protection matters; (3) the Service Specific Terms, for the relevant Module; (4) these Terms. Terms in your purchase orders or vendor portals do not apply unless we sign them.

21.6 Severability; waiver; relationship; third parties. An unenforceable provision is modified to the minimum extent necessary and the remainder stands. Failure to enforce is not waiver. The parties are independent contractors. Except for indemnified parties under Section 17, there are no third-party beneficiaries.

21.7 Publicity. We will not use your name or logo publicly without your prior written permission.

21.8 Language. These Terms are made in English, and the English text is the sole authoritative and governing version. Any translation is provided for convenience only and has no legal effect. All notices, disputes, and proceedings under these Terms will be conducted in English, and each party waives any objection based on the language of these Terms.

A. Appendix A — Channel Charges and metering

These definitions govern Section 7. They describe the Channel operator's model as we understand it at publication; Section 7.2(a) controls if the operator's model changes, and the examples below are explanatory only.

Volume tiers. Where a Channel operator applies volume-based rates and we receive a tier discount attributable to your usage, it is passed through as received. We do not guarantee eligibility for any tier.

Questions: hello@joiniterait.com · Iterait Terms of Service