Terms of Service

These Terms of Service ("Terms") are an agreement between you and VERSAAS LLC ("we", "us") for your use of Replyk (the "Service"), including the website, dashboard, mobile app and APIs. By creating an account, clicking to accept or using the Service, you agree to them. If you accept on behalf of a business, you confirm you can bind it, and "you" means that business.

If you and we sign a separate agreement, such as an Enterprise order form or a Data Processing Agreement, it takes precedence where it conflicts with these Terms.

To use Replyk, you must:

• Be at least 18 years old
• Have the legal authority to bind yourself or your organization to these Terms
• Not be prohibited from using the Service under applicable laws
• Be a legitimate business entity or authorized representative

Geographic Restrictions

The Service is intended for use by businesses. Some features may not be available in all jurisdictions. You are responsible for ensuring your use complies with local laws and regulations. We reserve the right to restrict access from certain countries or regions.

Replyk is a B2B platform that provides:

• WhatsApp Business API Integration: Connect your WhatsApp Business account for automated messaging
• Messenger and Instagram: Handle Messenger and Instagram conversations in the same inbox
• AI-Powered Sales Agent: Automated customer engagement, order processing, upselling, follow-ups, and support
• Order Management: Process orders, modifications, cancellations, and tracking via WhatsApp
• Product Catalog Management: Create and manage products, offers, and pricing
• Store and Shipping Integrations: Sync store platforms and send orders to shipping carriers
• Customer Support Automation: 24/7 automated responses and human handoff capabilities
• Analytics & Reporting: Dashboards, metrics, and insights on messaging performance
• Template Message Management: Create and manage WhatsApp message templates

Service features may be modified, updated, or discontinued at our discretion. We will provide reasonable notice of significant changes.

Account Creation

• You must provide accurate, current, and complete registration information
• You must maintain and promptly update your account information
• One person or entity may not maintain multiple accounts

Security Responsibilities

• You are responsible for safeguarding your account credentials
• You must notify us immediately of any unauthorized access
• We strongly recommend enabling two-factor authentication (2FA)
• You are liable for all activities under your account

Team Members

You may invite team members to your business. You are responsible for what they do in your account and for removing access they no longer need.

Account Suspension

We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, fail to pay fees, or for any reason with reasonable notice.

Plans and Billing

• Subscription fees are billed in advance on a monthly or annual basis
• All prices are in USD unless otherwise specified
• Prices may change with 30 days' notice before your next billing cycle
• Introductory prices and trials, when offered, apply only for the period shown at checkout. The regular price applies after that.

Payment Methods

Payments are processed by Stripe. If you installed Replyk from the Shopify App Store, Shopify bills you instead, under its own terms. You authorize us, or Shopify, to charge the applicable fees.

Wallet and Usage Fees

AI usage, meaning the model calls behind Agent replies and voice and image processing, is charged from a prepaid wallet at the rates shown in your dashboard. Other usage fees, such as order overage, template message and delivery fees and extra team seats, are listed on our pricing page.

When the wallet reaches zero, AI features pause until you top it up. Wallet credit has no cash value, cannot be transferred and is not refundable except where the law requires.

Meta may charge you directly for WhatsApp messages under its own pricing. Those charges are separate from our fees.

Refunds

Subscription fees are generally non-refundable except as required by law or at our sole discretion. Unused portions of subscriptions are not refundable upon cancellation.

A plan may advertise a money-back guarantee. For plans that carry the First Month On Us Offer, refunds within the guarantee period follow the partial refund rules in the "First Month On Us Offer" section below.

Taxes

You are responsible for all applicable taxes. Prices do not include taxes unless stated otherwise.

Plan Changes

Upgrades take effect immediately. Downgrades take effect at the next billing cycle. Usage-based charges may apply separately.

Failed Payments

If a payment fails, we may pause or downgrade your plan until it is paid.

Some plans carry a "First Month On Us" offer (the "Offer"). The plan card and the checkout page show when a plan carries it. This section applies only if you subscribe to such a plan and accept the Offer at checkout.

How the Offer Works

• You pay your first subscription invoice in full, at the price shown at checkout.
• Once that payment succeeds, we add the same amount, excluding taxes, to your wallet as offer credit. On an annual plan, we add one twelfth of your first annual payment, excluding taxes.
• From your second billing period, you pay the regular price of your plan. The Offer does not repeat.
• The Offer is for new subscribers only. It is given once per account, and only to an account that has never paid for a subscription before and has never received a first-time sign-up bonus. An account that has received the Offer cannot receive it again or receive a first-time sign-up bonus, including after cancelling, resubscribing, upgrading or downgrading. We may refuse or reverse it where we reasonably suspect duplicate accounts or abuse.

Offer Credit

Offer credit is wallet credit. It pays for AI usage and the other usage fees described in these Terms, like any other wallet credit. It has no cash value, cannot be transferred or withdrawn, and is never paid out, except through a money-back refund under this section.

Your wallet holds a single balance. For this Offer, offer credit is used before any other money in your wallet: everything that leaves your wallet after the offer credit is added counts as offer credit spent, until the offer credit is used up.

Money-Back Guarantee and Partial Refund

If your plan advertises a money-back guarantee, you may ask for a refund within the number of days shown on the plan, counted from the date your first payment succeeded (the "Guarantee Period"). Ask your account manager or write to contact@replyk.io.

• If you have not spent any offer credit, we refund your first payment in full.
• If you have spent part of the offer credit, you receive a partial refund: your first payment minus the offer credit you spent.
• If you have spent all of the offer credit, there is nothing left to refund.
• When the refund is issued, the unspent offer credit is removed from your wallet and your subscription ends immediately.

Refunds go back to the original payment method and may take several business days to appear. After the Guarantee Period ends, the first payment is not refundable, except where the law requires.

Accepting the Offer

Before you pay for a plan with the Offer, we ask you to tick a box confirming that you have read and agree to these Terms and our Privacy Policy. Ticking the box is your acceptance of these Terms, including this section. We keep a record of your acceptance: the account that accepted, the date and time, the version of these Terms, the Offer as it was shown to you, and, where available, a one-way (hashed) form of your IP address.

Changes to the Offer

We may change or end the Offer for new subscribers at any time. A change never affects an Offer you have already accepted.

You may use Replyk only for lawful business purposes and in line with these Terms and all Meta and WhatsApp policies.

Prohibited Activities

You agree NOT to:

• Send spam, unsolicited messages, or bulk messaging without proper consent
• Violate Meta Business Policies or WhatsApp Business Messaging Policy
• Request, send, store, or encourage recipients to share full payment card numbers, financial account numbers, government ID numbers, health data, or other sensitive identifiers through WhatsApp messages
• Sell, promote, or facilitate goods, services, or organizations restricted or prohibited by WhatsApp, Meta Commerce, or applicable law, including regulated verticals without required permissions, licenses, age gating, and geographic controls
• Use the Service for political campaigning, law enforcement, military, intelligence, or government use cases where prohibited by WhatsApp or Meta policies
• Transmit illegal, harmful, threatening, or harassing content
• Infringe intellectual property rights of others
• Attempt to gain unauthorized access to the Service or its systems
• Use the Service for phishing, fraud, or deceptive practices
• Interfere with or disrupt the Service or its infrastructure
• Resell or redistribute the Service without authorization
• Violate any applicable laws or regulations

API & Rate Limits

You must comply with API usage limits and fair use policies. Excessive usage may result in throttling or additional charges.

Meta/WhatsApp Policy Compliance

You are responsible for configuring and using WhatsApp Business features in a way that complies with Meta and WhatsApp requirements, including the following:

• Recipient opt-in: Only contact people on WhatsApp after they have provided their mobile phone number and valid opt-in for the categories of messages or calls you send.
• Opt-out handling: Provide clear opt-out instructions and immediately honor all requests to stop, block, discontinue, or limit WhatsApp communications, whether received on or off WhatsApp.
• Templates and messaging windows: Use approved WhatsApp Message Templates for business-initiated messages and messages sent outside the 24-hour customer service window. Use each template only for its approved category and purpose.
• Human escalation: Maintain a prompt, clear, and direct support path such as in-chat human transfer, phone, email, web support, a support form, or an in-store option where relevant.
• Business profile accuracy: Keep your WhatsApp Business profile, display name, website, email, phone, and support contact details accurate and non-misleading.
• Data protection: Keep your own privacy policy and notices, secure the rights and consents needed to share customer data with Replyk, Meta and any provider you connect, and comply with data protection, consumer protection and marketing laws.
• Commerce restrictions: If you use catalogs, product messages, campaigns, or any commerce experience, you must comply with the Meta Commerce Policy and all WhatsApp restrictions on prohibited or regulated goods and services.

The Agent writes replies and takes actions, such as creating, changing or confirming orders, based on your catalog, settings and instructions. AI can make mistakes: it may misunderstand a customer, give incomplete information or act on outdated data. You agree to:

• Keep your products, prices, stock, shipping and policies accurate. The Agent quotes what you configure.
• Review conversations and orders regularly and take over when needed.
• Tell your customers they are talking to an AI where the law requires it.
• Take responsibility for the messages the Agent sends and the orders it creates for you, as if you had sent or created them yourself.

We do not guarantee any sales result or conversion rate.

Ownership

You keep all rights to the content you create, upload or send through the Service ("User Content"). We do not claim ownership of it.

License Grant

You grant us a non-exclusive, worldwide, royalty-free license to use, process, transmit, store, and display your User Content solely to provide, secure, troubleshoot, support, and improve the Service and the integrations you enable.

Content Responsibilities

• You are solely responsible for your User Content
• You represent that you have the right to use and share such content
• You must not upload content that violates third-party rights

Customer Data, Consent & End-Customer Rights

You are the controller of your customer, order, catalog, conversation and marketing data, and we process it for you as described in our Privacy Policy. You are responsible for the legal basis, notices, consents and opt-in records needed to collect it and share it through the Service and the providers you connect. You can request our Data Processing Agreement at legal@replyk.io.

• You must respond to end-customer access, deletion, correction, opt-out, and other privacy requests as required by law.
• You must not upload or request sensitive data unless legally permitted and allowed by Meta/WhatsApp policy.
• You must promptly notify us if customer data in the Service must be deleted, restricted, exported, or otherwise handled to satisfy a legal or platform-policy request.

The Service, including its design, code, content and documentation, is owned by VERSAAS LLC and protected by intellectual property laws. You may not copy, modify, distribute or create derivative works from it without our written permission. Replyk and its logos are trademarks of VERSAAS LLC and may not be used without our written consent.

Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use such feedback without obligation to you.

Copyright Complaints

If you believe content on the Service infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c) to legal@replyk.io.

Replyk relies on third-party services, including Meta and WhatsApp, payment processors, store platforms, shipping carriers and cloud providers.

• Meta Platform Terms
• Meta Developer Policies
• WhatsApp Business Terms
• WhatsApp Business Messaging Policy
• WhatsApp Messaging Guidelines
• WhatsApp Business Data Processing Terms
• Meta Commerce Policy

We are not responsible for third-party services, their availability or their policies, and changes to them can affect the Service. Shipping, delivery and cash collection are between you and your carrier. Replyk is not endorsed by or affiliated with Meta or WhatsApp except through their official APIs.

Each party will protect the other's non-public information that it receives through the Service with reasonable care, use it only to perform under these Terms, and disclose it only to people who need it and are bound by similar duties, or where the law requires.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Service will meet your specific requirements
• Results obtained will be accurate or reliable
• AI output will be accurate or complete
• Third-party services, such as Meta and WhatsApp, will be available or work as expected

We are not responsible for Meta/WhatsApp platform changes, outages, policy changes, or restrictions that may affect Service functionality.

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.

Liability Cap

OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

Force Majeure

We shall not be liable for any failure or delay due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet failures, or third-party service outages (including Meta/WhatsApp).

You will indemnify, defend and hold harmless VERSAAS LLC and its officers, directors, employees, agents and affiliates from any claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your User Content
• Your violation of Meta/WhatsApp policies
• Messages or content you send through the Service
• Claims by your end customers or message recipients
• Your failure to obtain proper consent for messaging

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

Termination by You

You can cancel your subscription at any time from your billing settings. It ends at the end of the current billing period. To close your account and delete its data, email contact@replyk.io.

Termination by Us

We may suspend or terminate your access immediately for a serious breach of these Terms, non-payment or a risk to the Service or others, or with 14 days' notice for any other reason.

Effects of Termination

• Your right to use the Service ends immediately
• Accrued payment obligations remain due
• Provisions that should survive termination will survive

Data Export

You can request an export of your data before termination or within 14 days after it. We then delete your data within 30 days, except what the law requires us to keep.

Governing Law

These Terms are governed by the laws of the State of New Mexico, United States, without regard to conflict-of-law rules.

Informal Resolution

Before filing a claim, you agree to contact us at legal@replyk.io and try to resolve the dispute informally for 30 days.

Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Albuquerque, New Mexico or remotely at your election.

Either party may still bring an individual claim in small claims court, or ask a court for an injunction to protect intellectual property or confidential information.

Class Action Waiver

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the dashboard. Continued use after a change takes effect means you accept it.

Entire Agreement

These Terms, our Privacy Policy and any agreement you sign with us are the entire agreement between you and VERSAAS LLC about the Service.

Severability

If any provision is found unenforceable, the remaining provisions shall continue in effect.

No Waiver

Our failure to enforce any right or provision shall not constitute a waiver.

Assignment

You may not assign these Terms without our consent. We may assign our rights and obligations to an affiliate or successor entity.

Notices

We may send notices via email to your registered email address or through the Service. You agree to receive notices and agreements electronically.

Export Compliance

You agree to comply with all applicable export laws and regulations.

Mobile App Stores

If you download our mobile app from the Apple App Store or Google Play, these Terms are between you and us, not Apple or Google, and your use must also follow that store's terms. Apple and its subsidiaries are third-party beneficiaries of these Terms for the iOS app.

Government Users

If you are a U.S. government entity, the Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202.

If you have questions about these Terms, please contact us:

General Support

contact@replyk.io

Legal Inquiries

legal@replyk.io

Privacy Team

privacy@replyk.io

Security Reports

contact@replyk.io

Mailing Address

VERSAAS LLC8206 Louisiana Blvd Ne, Ste A #7849, Albuquerque, New Mexico 87113, United States