Terms of Service

1. Acceptance of Terms

By accessing and using Tercela.com ("the Service"), operated by Terglos LLC ("we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Service.

These Terms apply to all visitors, users, and others who access or use the Service, including but not limited to businesses, organizations, and individuals using our WhatsApp Business messaging platform.

2. Description of Service

Tercela provides a WhatsApp Business messaging platform that enables businesses to communicate with their customers at scale, including but not limited to:

• Bulk message sending and broadcasting
• WhatsApp Business API integration
• Message template creation and management
• Contact list management and segmentation
• Campaign scheduling and automation
• Analytics and performance tracking
• Multi-user and team collaboration tools

3. User Accounts

3.1 Account Creation: To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2 Business Account: You represent that you are registering for a business account and have the authority to bind your organization to these Terms.

3.3 Account Security: You are responsible for safeguarding your password and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account.

3.4 Age Requirement: You must be at least 18 years old or the legal age of majority in your jurisdiction to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

3.5 WhatsApp Account: To use our Service, you must have a valid WhatsApp Business account. You are responsible for maintaining your WhatsApp Business account in good standing and complying with all WhatsApp policies.

4. Acceptable Use Policy

You agree not to use the Service to:

• Send spam, unsolicited messages, or messages to contacts without proper consent
• Upload or send content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Infringe upon any patent, trademark, copyright, or other intellectual property rights
• Violate WhatsApp Business policies, terms of service, or commerce policies
• Send messages that violate any person's privacy or publicity rights
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Send phishing messages, scams, or fraudulent content
• Use automated systems to send messages in violation of WhatsApp's rate limits
• Attempt to gain unauthorized access to any portion of the Service or any systems or networks
• Use the Service for any illegal purpose or in violation of any local, state, national, or international law
• Engage in any activity that could damage, disable, or impair the Service
• Harvest or collect contact information without authorization
• Send messages containing malware, viruses, or malicious code

5. WhatsApp Business Compliance

5.1 WhatsApp Policies: You agree to comply with all WhatsApp Business policies, including but not limited to the WhatsApp Business Policy, WhatsApp Commerce Policy, and WhatsApp Business API Terms of Service.

5.2 Message Templates: All message templates must be approved by WhatsApp before use. You are responsible for ensuring your templates comply with WhatsApp's requirements.

5.3 Opt-In Consent: You must obtain explicit opt-in consent from recipients before sending them marketing messages. You are responsible for maintaining records of consent.

5.4 Opt-Out Mechanism: You must provide recipients with a clear and easy way to opt-out of receiving messages from you.

5.5 Quality Rating: Your WhatsApp Business account has a quality rating determined by WhatsApp. Low quality ratings may result in restrictions on your account. We are not responsible for any restrictions imposed by WhatsApp.

6. Intellectual Property Rights

6.1 Service Content: The Service and its original content, features, and functionality are owned by Terglos LLC and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 User Content: You retain all rights to the content you upload to the Service, including message templates, contact lists, and campaign content ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute it solely for the purpose of providing the Service to you.

6.3 Message Content: Message content and templates created using our platform are subject to the following terms:

• Free tier users: We may use anonymized and aggregated usage data for service improvement
• Paid tier users: Your message content remains private and is not used for any purpose other than providing the Service to you

7. Payment Terms

7.1 Subscription Plans: Access to certain features requires a paid subscription. Subscription fees are billed in advance on a monthly or annual basis.

7.2 Message Credits: Some plans include a specific number of message credits per billing period. Additional messages may incur additional charges according to our pricing schedule.

7.3 WhatsApp Charges: In addition to our service fees, WhatsApp may charge conversation fees directly. These fees are separate from our fees and are subject to WhatsApp's pricing.

7.4 Automatic Renewal: Subscriptions automatically renew unless cancelled at least 24 hours before the end of the current period.

7.5 Refund Policy: We offer a 14-day money-back guarantee for first-time subscribers. After this period, subscription fees are non-refundable except as required by law. Message credits that have been used are non-refundable.

7.6 Price Changes: We reserve the right to modify subscription prices with 30 days' notice. Such notice may be provided via email or through the Service.

8. Message Delivery and Service Availability

8.1 Delivery Guarantees: While we strive to ensure timely message delivery, we cannot guarantee delivery of all messages. Message delivery depends on various factors including WhatsApp's infrastructure, recipient availability, and network conditions.

8.2 Rate Limits: WhatsApp imposes rate limits on message sending. We will make reasonable efforts to deliver messages within these limits, but cannot guarantee specific delivery times.

8.3 Failed Messages: Message credits may be consumed even if messages fail to deliver due to invalid phone numbers, blocked contacts, or other recipient-side issues.

8.4 Service Interruptions: The Service may experience interruptions due to maintenance, WhatsApp API changes, or technical issues. We will make reasonable efforts to minimize downtime but are not liable for service interruptions.

9. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, available at Tercela.com/privacy. By using the Service, you consent to the collection and use of your information as described in our Privacy Policy.

9.1 Data Responsibility: You are responsible for ensuring that you have the legal right to use and process the contact data you upload to our Service, including obtaining necessary consents for marketing communications.

9.2 Data Security: We implement industry-standard security measures to protect your data. However, you acknowledge that no system is completely secure and that you use the Service at your own risk.

10. Disclaimers and Limitations of Liability

10.1 Service Availability: The Service is provided "as is" and "as available" without warranties of any kind. We do not guarantee that the Service will be uninterrupted, secure, or error-free.

10.2 Message Delivery: We do not guarantee the delivery, timing, or quality of message delivery. Users are responsible for reviewing and verifying all message content before sending.

10.3 Third-Party Services: We are not responsible for changes, interruptions, or termination of WhatsApp services. WhatsApp's policies and availability are beyond our control.

10.4 Account Restrictions: We are not responsible for any restrictions, suspensions, or bans imposed by WhatsApp on your Business account.

10.5 Limitation of Liability: To the maximum extent permitted by law, Terglos LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use or inability to use the Service, including but not limited to lost profits, lost business opportunities, or damages resulting from message delivery failures.

10.6 Maximum Liability: Our total liability to you for any damages shall not exceed the amount you paid to us in the twelve (12) months prior to the event giving rise to the liability.

11. Indemnification

You agree to indemnify, defend, and hold harmless Terglos LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of WhatsApp's terms or policies
• Your violation of any third-party rights
• Content you send through the Service
• Your failure to obtain proper consent from message recipients

12. Suspension and Termination

12.1 Termination by You: You may terminate your account at any time through your account settings or by contacting support. Termination does not entitle you to a refund of prepaid fees or unused message credits.

12.2 Suspension by Us: We may suspend your account immediately if we detect activity that violates these Terms, WhatsApp policies, or applicable laws. During suspension, you will not be able to send messages but may retain access to view your data.

12.3 Termination by Us: We may terminate your account immediately, without prior notice, if you:

• Breach these Terms or WhatsApp policies
• Engage in spam or abusive messaging practices
• Receive excessive user complaints or blocks
• Have your WhatsApp Business account suspended or terminated by WhatsApp
• Engage in any conduct that we determine to be inappropriate or harmful

12.4 Effect of Termination: Upon termination, your right to use the Service will cease immediately. We may delete your account and any associated data after a reasonable retention period as required by law. You will not be entitled to a refund of prepaid fees or unused message credits.

13. Compliance with Laws

13.1 Telecommunications Laws: You are responsible for complying with all applicable telecommunications laws and regulations, including but not limited to laws regarding marketing communications, do-not-call lists, and consent requirements.

13.2 Data Protection Laws: You must comply with all applicable data protection laws, including GDPR, CCPA, and other privacy regulations when collecting, processing, and storing contact data.

13.3 Anti-Spam Laws: You must comply with anti-spam laws including CAN-SPAM Act, CASL, and similar regulations in your jurisdiction.

14. Dispute Resolution

14.1 Arbitration: Any dispute arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the American Arbitration Association's rules.

14.2 Class Action Waiver: You agree to resolve disputes with us on an individual basis and waive your right to participate in a class action lawsuit or class-wide arbitration.

14.3 Exceptions: Nothing in this section shall prevent either party from seeking injunctive relief in a court of competent jurisdiction.

15. General Provisions

15.1 Governing Law: These Terms shall be governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

15.2 Changes to Terms: We reserve the right to modify these Terms at any time. We will notify you of any material changes via email or through the Service. Your continued use after such modifications constitutes acceptance of the updated Terms.

15.3 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Entire Agreement: These Terms constitute the entire agreement between you and Terglos LLC regarding the use of the Service.

15.5 No Waiver: Our failure to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.

16. Contact Information

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

17. Acknowledgment

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that you are responsible for complying with all WhatsApp Business policies and applicable laws regarding electronic communications and marketing.