Terms of Service

1.1. These Terms of Service ("Terms") constitute a legally binding agreement between you and Kliovo Technologies ("Kliovo," "we," "us," or "our") governing your access to and use of the Kliovo platform, including all associated services, applications, APIs, and documentation (collectively, the "Service").

1.2. By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity.

1.3. You must be at least 18 years of age or the age of legal majority in your jurisdiction (whichever is greater) to use the Service. If you are accessing the Service on behalf of a business, you must be an authorized representative of that business entity.

1.4. If you do not agree to these Terms, you must not access or use the Service.

2.1. "Service" means the Kliovo platform, including the web application, APIs, dashboards, integrations, documentation, and all related tools and features provided by Kliovo Technologies.

2.2. "User" or "Customer"means the individual or business entity that registers for and uses the Service. References to "you" and "your" refer to the User.

2.3. "End User"means any individual who communicates with the Customer through WhatsApp via the Service, including but not limited to the Customer's clients, prospects, and contacts.

2.4. "Content" means all messages, message templates, media files, documents, data, and other materials created, uploaded, transmitted, or stored through the Service.

2.5. "WABA" means WhatsApp Business Account, the account provisioned through Meta to enable WhatsApp Business API access.

2.6. "API" means the WhatsApp Business API, the programmatic interface provided by Meta Platforms, Inc. that enables businesses to send and receive WhatsApp messages at scale.

2.7. "Meta" means Meta Platforms, Inc. and its affiliates, the provider of WhatsApp and the WhatsApp Business API.

3.1. To use the Service, you must create an account by providing accurate, complete, and current business information, including but not limited to your legal business name, business address, contact information, and any documentation required for WhatsApp Business API verification.

3.2. You are responsible for maintaining the confidentiality and security of your account credentials, including passwords, API keys, and access tokens. You must not share your account credentials with unauthorized third parties.

3.3. Only one account may be created per business entity unless expressly authorized in writing by Kliovo. Multiple accounts created to circumvent usage limits, billing, or enforcement actions are prohibited.

3.4. You are solely responsible for all activities that occur under your account, whether or not authorized by you. You must immediately notify Kliovo at security@kliovo.com of any unauthorized access to or use of your account.

3.5. You represent and warrant that the individual creating the account has the authority to bind the business entity to these Terms and to make decisions regarding the use of the Service on behalf of the business.

3.6. You agree to promptly update your account information to keep it accurate and current. Failure to maintain accurate account information may result in suspension or termination of your account.

4.1. As a user of the Service, you must at all times comply with Meta's WhatsApp Business Policy, WhatsApp Commerce Policy, WhatsApp Business Messaging Policy, and Meta Platform Terms (collectively, "Meta Policies"). It is your sole responsibility to review and stay informed of any updates to these policies.

4.2. Consent and Opt-In Requirements. You must obtain proper, documented consent from each End User before sending them messages through the Service. You must maintain verifiable records of opt-in consent, including the method, date, and time consent was obtained. You must provide a clear and accessible mechanism for End Users to opt out of receiving messages at any time.

4.3. Prohibited Content. You may not use the Service to send or facilitate the sending of:

• Spam, bulk unsolicited messages, or messages to contacts who have not opted in
• Misleading, deceptive, or fraudulent content
• Hate speech, threats, harassment, or content that promotes violence or discrimination
• Illegal content or content that facilitates illegal activities
• Adult, sexually explicit, or pornographic content
• Content that infringes on intellectual property rights of third parties
• Malware, phishing links, or other malicious content
• Content related to the sale of regulated goods (firearms, drugs, tobacco, alcohol) unless expressly permitted under applicable law and Meta Policies

4.4. Message templates submitted through the Service are subject to review and approval by Meta. Kliovo does not guarantee that any message template will be approved. Rejected templates must be modified to comply with Meta Policies before resubmission.

4.5. Meta reserves the right to revoke or restrict WhatsApp Business API access at any time, for any reason, including but not limited to violations of Meta Policies. Kliovo shall not be liable for any loss or damage arising from Meta's decision to restrict or revoke your API access.

4.6. You are solely responsible for the content of all messages sent through the Service, including messages sent via automated workflows, chatbots, or integrations. Kliovo does not review or approve individual messages prior to delivery.

4.7. Kliovo reserves the right to immediately suspend or terminate accounts that violate Meta Policies, generate excessive complaints, or pose a risk to the integrity of the platform or other users' access to the WhatsApp Business API.

4.8. You acknowledge that your messaging quality rating, as determined by Meta, may affect your messaging limits and API access. Kliovo is not responsible for quality rating downgrades resulting from your messaging practices.

5.1. You agree to use the Service in compliance with all applicable local, national, and international laws and regulations, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), Personal Data Protection Act (PDPA), and any other data protection and electronic communications legislation applicable to your jurisdiction and the jurisdictions of your End Users.

5.2. You must not use the Service for any of the following purposes:

• Any illegal, fraudulent, or unauthorized purpose
• Harassment, stalking, intimidation, or threatening behavior toward any individual
• Phishing, social engineering, or attempts to obtain sensitive information through deception
• Distribution of malware, viruses, or other harmful code
• Impersonation of another person, business, or entity
• Activities that violate the privacy or rights of third parties

5.3. You must not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Service or any part thereof.

5.4. You must not scrape, crawl, or use automated means to access or collect data from the Service beyond the scope of the APIs provided.

5.5. You must not share, transfer, or sell your account credentials to any third party. Each authorized user must have their own unique login credentials.

5.6. You must not exceed the rate limits, messaging limits, or usage quotas established by Kliovo or Meta. Abuse of API resources, including but not limited to excessive polling, denial-of-service behavior, or circumventing rate limits, is strictly prohibited.

5.7. You must maintain accurate and up-to-date records of opt-in consent for all contacts to whom you send messages through the Service. You must be prepared to provide such records to Kliovo or Meta upon request.

5.8. You must not use the Service to interfere with or disrupt the integrity or performance of the Service or the data contained therein, or attempt to gain unauthorized access to the Service or its related systems or networks.

6.1. The Service is offered under various subscription plans as described on our pricing page. Each plan includes specified features, usage limits, and support levels.

6.2. Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected at the time of subscription. Annual plans are billed as a single payment for the full year.

6.3. Subscriptions automatically renew at the end of each billing cycle unless cancelled by you prior to the renewal date. You may cancel auto-renewal at any time through your account settings or by contacting support.

6.4. Kliovo reserves the right to change subscription pricing at any time. You will be provided with at least thirty (30) days' written notice prior to any price increase taking effect. Price changes will apply to the next billing cycle following the notice period.

6.5. All fees are stated and charged in United States Dollars (USD) unless otherwise specified. You are responsible for all applicable taxes, duties, and levies imposed by any governmental authority in connection with your use of the Service, excluding taxes based on Kliovo's net income.

6.6. If a payment fails due to insufficient funds, expired payment method, or other reasons, Kliovo will attempt to process the payment up to three (3) additional times over a seven (7) day grace period. If payment remains unsuccessful after the grace period, your account may be downgraded or suspended until the outstanding balance is resolved.

6.7. You agree to provide accurate and complete billing information and to promptly update your payment method if it changes or expires.

7.1. WhatsApp conversation charges are separate from and in addition to your subscription fees. These charges are incurred each time a conversation is initiated or continued through the WhatsApp Business API.

7.2. Per-conversation pricing is set by Meta and varies by conversation category and the country or region of the End User's phone number. Kliovo passes through Meta's conversation rates and may apply a markup as disclosed in your plan details or billing dashboard.

7.3. Conversations are categorized by Meta into the following types, each with distinct pricing:

• Marketing conversations: Messages related to promotions, offers, and product recommendations
• Utility conversations: Messages related to order updates, account notifications, and transaction confirmations
• Authentication conversations: Messages containing one-time passwords or verification codes
• Service conversations: Messages initiated by End Users to which the business responds within the 24-hour customer service window

7.4. Meta may provide a monthly allocation of free tier conversations. The availability and quantity of free conversations are determined solely by Meta and are subject to change without notice from Kliovo.

7.5. Conversation charges are calculated based on Meta's billing methodology and are reflected in your Kliovo billing dashboard. You are responsible for monitoring your conversation usage and associated costs.

8.1. Kliovo may offer a free trial period of fourteen (14) days for new accounts, allowing you to evaluate the Service before committing to a paid subscription. No credit card is required to begin the free trial.

8.2. During the free trial, certain features, messaging volumes, or integrations may be limited compared to paid plans. The specific limitations of the free trial will be communicated at the time of registration.

8.3. At the end of the free trial period, you must select and subscribe to a paid plan to continue using the Service. If you do not subscribe to a paid plan, your access to the Service will be restricted, and your data will be retained for thirty (30) days, after which it may be permanently deleted.

8.4. Kliovo reserves the right to modify, limit, or discontinue the free trial offering at any time without prior notice. Only one free trial is available per business entity.

9.1. Subscription fees are generally non-refundable. Once a billing cycle has commenced, no refund will be issued for that period, including in cases of early cancellation or reduced usage.

9.2. Pro-rata refunds may be issued at Kliovo's sole discretion in exceptional circumstances, including but not limited to extended service outages attributable to Kliovo or billing errors.

9.3. Conversation charges for messages that have been delivered or processed are non-refundable under any circumstances, as these costs are incurred with Meta and cannot be reversed.

9.4. If the Service experiences downtime that exceeds the Service Level Agreement set forth in Section 12, you may be eligible for service credits as described therein, rather than monetary refunds.

9.5. Refund requests must be submitted in writing to billing@kliovo.com within thirty (30) days of the charge in question.

10.1. Kliovo and its licensors retain all right, title, and interest in and to the Service, including all software, technology, algorithms, user interfaces, designs, trademarks, service marks, logos, and documentation. Nothing in these Terms grants you any ownership interest in the Service.

10.2. You retain all ownership rights in your Content. By uploading, submitting, or transmitting Content through the Service, you grant Kliovo a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit your Content solely for the purpose of providing and improving the Service.

10.3. The license granted in Section 10.2 terminates when you delete your Content or close your account, except to the extent that Content has been shared with End Users or is required to be retained for legal or regulatory compliance.

10.4. WhatsApp, Meta, Facebook, and related trademarks, logos, and brand elements are the property of Meta Platforms, Inc. Your use of WhatsApp-related branding must comply with Meta's Brand Guidelines. Kliovo's use of such marks is pursuant to its authorization as a WhatsApp Business Solution Provider.

10.5. You may not use Kliovo's name, trademarks, or logos without our prior written consent, except as necessary to identify Kliovo as your WhatsApp Business API provider.

11.1. Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated by reference into these Terms. You agree to review and comply with our Privacy Policy.

11.2. With respect to End User personal data processed through the Service, you are the data controller (or equivalent under applicable law), and Kliovo acts as the data processor on your behalf. You are solely responsible for determining the purposes and means of processing End User personal data.

11.3. A Data Processing Agreement (DPA) is available upon request for customers who require one to comply with applicable data protection regulations, including GDPR. To request a DPA, please contact legal@kliovo.com.

11.4. You represent and warrant that you have a lawful basis for processing all personal data of End Users that you collect, store, or transmit through the Service, and that you have provided all required notices and obtained all necessary consents as required by applicable data protection laws.

11.5. You are responsible for responding to data subject requests (including access, rectification, deletion, and portability requests) from your End Users. Kliovo will provide reasonable assistance to enable you to fulfill such requests.

12.1. Kliovo targets a service availability of 99.9% uptime for the core platform, measured on a monthly basis. This uptime commitment excludes scheduled maintenance windows, force majeure events, and outages caused by third-party services (including Meta/WhatsApp infrastructure).

12.2. Planned maintenance will be scheduled during off-peak hours whenever possible. Kliovo will provide at least forty-eight (48) hours' advance notice for planned maintenance via email and in-app notifications, except in cases of emergency maintenance required to address security vulnerabilities or critical system issues.

12.3. In the event of an unplanned service disruption, Kliovo will use commercially reasonable efforts to restore service as quickly as possible and will provide status updates through our status page and email notifications.

12.4. If the Service availability falls below 99.9% in any calendar month (excluding the exceptions noted in Section 12.1), you may be eligible for service credits. Service credits are calculated as a percentage of the monthly subscription fee and are applied to future billing cycles. Service credits do not apply to conversation charges.

12.5. To claim service credits, you must submit a written request to support@kliovo.com within thirty (30) days of the end of the month in which the downtime occurred. Service credits are your sole and exclusive remedy for any failure to meet the uptime target.

13.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KLIOVO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO KLIOVO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2. IN NO EVENT SHALL KLIOVO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF KLIOVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3. Kliovo shall not be liable for any loss, damage, or disruption arising from or related to the actions, omissions, policies, or decisions of Meta Platforms, Inc. or WhatsApp, including but not limited to API access revocations, policy changes, service outages, message delivery failures, or template rejections.

13.4. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control (force majeure), including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, or third-party service disruptions.

13.5. The limitations of liability set forth in this section shall apply to the fullest extent permitted by law in the applicable jurisdiction, even if any limited remedy fails of its essential purpose.

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

• Your use of the Service or any activity under your account
• Content you create, upload, transmit, or distribute through the Service
• Your violation of these Terms, Meta Policies, or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or data protection rights
• Actions, claims, or complaints by your End Users arising from messages or communications you sent or facilitated through the Service
• Your failure to obtain proper consent from End Users as required by these Terms and applicable laws

14.2. Kliovo will promptly notify you of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim at your expense. Kliovo reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

15.1. Kliovo may suspend or restrict your access to the Service, immediately and without prior notice, if:

• You violate these Terms or any applicable Meta Policy
• Your account is flagged by Meta for policy violations or quality rating issues
• You fail to pay any fees when due after the expiration of the grace period described in Section 6.6
• We reasonably believe your account poses a security risk or is being used for fraudulent or illegal purposes
• Required by law, regulation, or a valid legal process

15.2. You may cancel your subscription and terminate your account at any time through your account settings or by contacting support@kliovo.com. Cancellation will take effect at the end of your current billing cycle, and you will retain access to the Service until that time.

15.3. Upon termination, for any reason, you will have a period of thirty (30) days to export your data from the Service. After this period, Kliovo may permanently delete all data associated with your account, including contacts, message history, templates, and analytics data. Kliovo shall not be liable for any loss of data after the export period.

15.4. The following provisions shall survive the termination or expiration of these Terms: Sections 10 (Intellectual Property), 11 (Data Processing), 13 (Limitation of Liability), 14 (Indemnification), 17 (Dispute Resolution), and any other provisions that by their nature should survive.

15.5. Termination of your account does not relieve you of the obligation to pay any outstanding fees or charges incurred prior to the date of termination.

16.1. Kliovo reserves the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' advance notice by email to the address associated with your account and/or through a prominent notice within the Service.

16.2. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Service and terminate your account before the changes take effect.

16.3. Non-material changes, such as typographical corrections or clarifications that do not affect your rights or obligations, may be made without prior notice. The "Last updated" date at the top of these Terms will be revised accordingly.

17.1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

17.2. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute"), the parties agree to first attempt to resolve the Dispute informally by contacting legal@kliovo.com. The parties shall use good faith efforts to resolve the Dispute within thirty (30) days of the initial notice.

17.3. If the Dispute is not resolved through informal resolution within the thirty (30) day period, either party may initiate binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be in Wilmington, Delaware. The arbitrator's decision shall be final and binding.

17.4. Class Action Waiver.YOU AND KLIOVO AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

17.5. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

18.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms.

18.2. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

19.1. These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and Kliovo with respect to the use of the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Kliovo regarding the subject matter hereof.

19.2. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Kliovo's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20.1. For questions, concerns, or notices regarding these Terms of Service, please contact us at:

20.2. For billing inquiries: billing@kliovo.com

20.3. For security concerns: security@kliovo.com

20.4. For general support: support@kliovo.com