Terms of Use

Welcome to FunnelChat Manager. These Terms of Use (“Terms”) constitute a binding contract governing access to and use of the WhatsApp API management platform offered by FunnelChat (“Company”, “we”, “us” or “FunnelChat”).

By accessing or using the FunnelChat Manager platform (“Platform” or “Service”), available at manager.whatsgo.wa-api.io, you (“User”, “Customer” or “you”) declare that you have read, understood and fully agreed to these Terms. If you do not agree with any provision, do not use the Platform.

These Terms were drafted in accordance with applicable law, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA) and other applicable data protection, consumer protection, e-commerce, intellectual property and cybercrime laws.

1. Definitions and Interpretation

1.1. For the purposes of these Terms, the following definitions apply:

1.1.1. Platform: the SaaS (Software as a Service) software named “FunnelChat Manager”, including all features, APIs, webhooks, technical documentation, user interfaces, admin panel and any updates or new versions made available by the Company.

1.1.2. WhatsApp Instance: each individual connection configured by the User for communication via the WhatsApp Business API through the Platform, linked to a specific phone number.

1.1.3. API: the Application Programming Interface provided by the Platform, including REST endpoints, webhooks and other programmatic integration mechanisms.

1.1.4. Webhook: a real-time notification mechanism configured by the User to automatically receive Platform events at an HTTP(S) endpoint they own.

1.1.5. User Data: all information, messages, media, metadata, settings and other content entered, processed or generated by the User through the Platform.

1.1.6. WhatsApp/Meta: WhatsApp LLC and/or Meta Platforms, Inc., and their subsidiaries and affiliates, providers of the underlying messaging infrastructure used by the Platform.

1.1.7. Account: the User's individual registration on the Platform, protected by authentication credentials (email and password) and, optionally, by two-factor authentication (2FA).

1.1.8. Plan: the subscription tier contracted by the User, which defines the instance limits, features and service levels available.

1.1.9. API Token: cryptographic authentication key used for programmatic access to the Platform API.

1.1.10. Invoice: a billing document issued electronically by the Company for each payment made.

1.2. Terms in the singular include the plural and vice versa. References to “days” mean calendar days, unless “business days” is expressly indicated. References to legislation include their amendments, regulations and supplementary rules.

2. Acceptance of the Terms

2.1. By creating an account, accessing or using any feature of the Platform, the User expresses their full and unconditional acceptance of these Terms, the Privacy Policy, the Cookie Policy and any supplementary policies published by the Company, which form an integral and inseparable part of these Terms.

2.2. The User declares that they are over 18 (eighteen) years of age and have full legal capacity to enter into this contract under applicable law. In the case of a legal entity, the representative declares that they have sufficient legal and contractual powers to bind the organization to these Terms.

2.3. The use of the Platform by persons under 18 (eighteen) years of age is expressly prohibited, in accordance with applicable data protection and minor-protection laws.

2.4. Acceptance of these Terms constitutes a valid and binding contract between the User and the Company under applicable law.

3. Description of the Service

3.1. The FunnelChat Manager Platform is a SaaS service for managing WhatsApp Business API instances that allows the User to:

• Create, configure and manage multiple WhatsApp instances with connection via QR Code or pairing;
• Send and receive text messages, media (images, videos, audio, documents), location, contacts and interactive messages via REST API;
• Configure webhooks to receive real-time events, including incoming messages, delivery status, read receipts and presence;
• Monitor connection status, usage metrics, deliveries and service quality on a control panel;
• Integrate with third-party systems through a documented REST API with token authentication;
• Manage contacts, groups, broadcast lists and business settings on WhatsApp;
• Access the admin panel to manage account, subscriptions, API keys and settings.

3.2. The Company acts exclusively as an intermediary technology provider. The Service depends on Meta (WhatsApp) infrastructure, and features may be affected, limited, modified or interrupted by changes, unavailability, policy updates or restrictions imposed by Meta at its sole and absolute discretion, without this giving rise to any liability for the Company.

3.3. The Company reserves the right to add, modify, suspend or discontinue Platform features, with 30 (thirty) days' prior notice for substantial changes that negatively affect the User's use of the Service. Improvements, security fixes and maintenance updates may be implemented without prior notice.

3.4. The Company does not warrant that the Platform will meet specific, particular or extraordinary requirements of the User that are not expressly set out in the Service documentation.

4. Registration and Account

4.1. To use the Platform, the User must create an account by providing truthful, complete and up-to-date information, including full name, a valid email address and, where applicable, legal entity data (legal name, tax ID and registered address).

4.2. The User is solely and exclusively responsible for maintaining the confidentiality of their access credentials (email, password, API tokens, authentication keys) and for all activities carried out on their account, including those carried out by third parties who have gained access, with or without authorization.

4.3. Email verification is mandatory to activate the account. The Platform offers two-factor authentication (2FA) as an additional layer of security, the activation of which is strongly recommended by the Company.

4.4. The Platform may use a waitlist system to control access for new registrations, at the Company's sole discretion.

4.5. The User must notify the Company immediately upon becoming aware of any unauthorized use of their account, credential compromise or any other security breach, by emailing soporte@funnelchat.com.

4.6. The Company will not be liable for losses, damages, costs or expenses of any nature arising from the User's failure to comply with the security obligations set out in this section, including, but not limited to, unauthorized access arising from negligence in safeguarding credentials.

4.7. The Company reserves the right to refuse or cancel registrations that contain false or incomplete information or that violate these Terms.

5. Plans and Pricing

5.1. The Platform offers different subscription plans (“Plans”), with the following reference prices and limits:

5.2. The prices, limits and features of each Plan are detailed on the Platform's pricing page and may be updated with 30 (thirty) days' prior notice. Price increases do not apply to the billing cycle already contracted.

5.3. Annual plans may offer discounts, as disclosed on the Platform. The discount applies only at the time of annual contracting and is not retroactive.

5.4. The Company may offer a free trial period (“Trial”), with duration and conditions defined at the time of contracting. At the end of the Trial, the User must contract a paid Plan to continue using the Platform. Failure to contract a plan will result in the suspension of access to restricted features.

5.5. The Company reserves the right to offer promotional plans, limited-time discounts or special conditions, which will be governed by specific terms communicated at the time of the offer.

5.6. A Plan upgrade takes immediate effect, with proportional (pro rata) charging for the remaining period. A downgrade takes effect in the next billing cycle, with no right to a refund of the difference.

6. Payment and Billing

6.1. Payments are processed through approved third-party payment providers:

• Stripe, Inc. (USA): for international credit card payments and international payment methods, in compliance with the PCI-DSS (Payment Card Industry Data Security Standard) standard;

6.2. The Company does NOT store full credit card data on its servers. All payment information is processed, tokenized and stored exclusively by the payment providers, in compliance with the PCI-DSS Level 1 standard.

6.3. Charging is carried out on a recurring basis (monthly or annually, according to the contracted Plan), on the anniversary date of the contract. The User expressly authorizes recurring charging upon contracting the Plan.

6.4. In the event of a payment failure, the Company will make up to 3 (three) additional charging attempts on days 3, 5 and 7 after the original date. If the default persists after the third attempt, access to the Platform will be suspended until payment is regularized, without immediate deletion of the data.

6.5. Overdue amounts will be subject to: (a) a late penalty of 2% (two percent); (b) default interest of 1% (one percent) per month, calculated pro rata die; and (c) monetary adjustment by the a recognized reference inflation index index or whichever index replaces it.

6.6. The Company will issue an invoice for each confirmed payment in accordance with applicable tax law. The invoice will be made available to the User and sent to the registered email.

6.7. All amounts are expressed in Brazilian Reais (BRL) and include applicable taxes. For international payments via Stripe, currency conversion will be carried out by the payment provider according to its prevailing rates.

6.8. Right of Withdrawal. In accordance with article 49 of the applicable consumer protection laws, the individual consumer User who contracts the Service outside the commercial establishment (online contracting) may exercise the right of withdrawal within 7 (seven) calendar days from the date of contracting or from receipt of the confirmation, whichever occurs last, with the right to a full refund of the amounts paid, including any charges.

6.9. Refund requests outside the period provided by applicable consumer protection laws will be analyzed individually by the Company, at its sole discretion, and may be granted in exceptional and duly justified cases.

7. Permitted Use and Restrictions

7.1. The Platform must be used exclusively for lawful purposes and in strict compliance with applicable Brazilian legislation, including, but not limited to:

• applicable data protection, internet and telecommunications laws;
• the GDPR and other equivalent data protection laws;
• applicable consumer protection laws;
• applicable e-commerce laws;
• applicable cybercrime and computer-misuse laws;
• applicable laws on conduct carried out through electronic systems;
• applicable anti-discrimination and hate-speech laws;
• applicable criminal law, in particular provisions on fraud, identity falsification and offenses against honor.

7.2. The User is expressly prohibited from using the Platform to:

• Send unsolicited messages (spam), chain letters, financial pyramids or any form of mass communication without the prior and express consent of the recipients;
• Reverse engineer, decompile, disassemble, deobfuscate or otherwise attempt to access the source code, algorithms or internal structure of the Platform;
• Sublicense, resell, redistribute, rent or commercialize access to the Platform or any of its features without express written authorization from the Company;
• Use the Platform for illegal, fraudulent, deceptive activities or activities that violate the rights of third parties;
• Transmit viruses, trojans, worms, malware, ransomware or any malicious or destructive code through the Platform;
• Intentionally overload, stress or interfere with the Platform's infrastructure, carry out denial-of-service attacks (DoS/DDoS), unauthorized scraping or exploitation of vulnerabilities;
• Collect, store or process personal data of third parties without proper consent or an adequate legal basis, as required by the GDPR;
• Disseminate hate speech, discriminatory, pornographic (especially involving minors), violent, defamatory or slanderous content, or content that incites the commission of crimes;
• Use the Platform for harassment, intimidation, threats, stalking or any form of psychological violence against third parties;
• Share API tokens, access credentials or authentication keys with unauthorized third parties;
• Bypass, circumvent or disable security mechanisms, rate limits, access restrictions or any protection measures implemented by the Platform;
• Use the Platform for the purposes of competitive intelligence, benchmarking or activities aimed at benefiting direct competitors of the Company.

7.3. Violation of the restrictions set out in this section may result in immediate account suspension, contract termination without the right to a refund, and the civil and criminal liability of the User, as per applicable legislation.

8. WhatsApp Acceptable Use Policy

THIS SECTION CONTAINS PROVISIONS OF THE UTMOST IMPORTANCE AND MUST BE READ WITH SPECIAL AND HEIGHTENED ATTENTION BY THE USER.

8.1. The User acknowledges and agrees that the use of the Platform is subject, in addition to these Terms and Brazilian legislation, to the policies, terms and conditions of WhatsApp and Meta Platforms, Inc., including, but not limited to:

• WhatsApp Business Terms of Service;
• WhatsApp Commerce Policy;
• WhatsApp Business Messaging Policy;
• Meta Platform Terms for Developers;
• Meta Platform Data Policy.

8.2. The User is the SOLE AND EXCLUSIVE PARTY RESPONSIBLE for full and unrestricted compliance with all policies, terms of use, guidelines, rules and restrictions of WhatsApp and Meta. The Company acts exclusively as an intermediary technology provider and does NOT exercise, under any circumstances, control, supervision, moderation, editing or verification over the content of messages sent, received or processed by the User through the Platform.

8.3. The following are expressly prohibited and subject to immediate and irrevocable account suspension, with no right to a refund:

• Sending unsolicited bulk messages without prior documented opt-in from the recipients;
• Sending messages with spam content, scams, fraud, phishing, social engineering or illegal financial schemes;
• Harassment, intimidation, threats, blackmail, extortion or stalking of any person;
• Distribution of illegal content, pornography involving minors, gore, extreme violence or content that promotes hatred, discrimination or intolerance;
• Use of phone numbers obtained without consent, acquired illegally or originating from unauthorized databases;
• Sending messages that violate consumer protection, privacy, data protection laws or the rights of third parties;
• Automation that violates WhatsApp's rate-limit, quality rating or sending policies;
• Creating fake accounts, using fictitious identities or impersonating third parties;
• Using the Platform for political disinformation purposes, election manipulation or the spread of fake news;
• Marketing products or services prohibited by WhatsApp policies, including weapons, drugs, over-the-counter medication, counterfeit products or regulated content.

8.4. The Company reserves the right to immediately suspend or terminate the User's access to the Platform if it becomes aware, by any means, of actual or potential violations of the WhatsApp/Meta policies, without the need for prior notice or judicial or extrajudicial notification, and with no right to a refund of amounts already paid.

8.5. THE COMPANY FULLY, UNRESTRICTEDLY AND IRREVOCABLY DISCLAIMS ANY LIABILITY, direct or indirect, joint or subsidiary, for:

• Banning, suspension, restriction, limitation or termination of the User's WhatsApp accounts by Meta, for any reason;
• Legal, financial, reputational, regulatory consequences or those of any other nature arising from the improper, irregular or illegal use of the Platform by the User;
• Unilateral changes to the policies, APIs, terms of service, features, limits or conditions of WhatsApp/Meta, including the discontinuation of services;
• Losses, damages, lost profits or consequential damages arising from the interruption, degradation or unavailability of WhatsApp services by Meta;
• Violations of WhatsApp/Meta policies committed by the User or by third parties acting on their behalf or on their account;
• Fines, penalties, sanctions or lawsuits imposed by Meta, regulatory authorities or third parties due to the User's conduct;
• Unavailability of specific WhatsApp features in certain regions, devices or app versions.

8.6. The User agrees to indemnify, defend and hold the Company, its partners, directors, employees, agents, representatives and service providers completely harmless and indemnified from any claims, lawsuits or administrative proceedings, losses, damages, costs and expenses (including attorneys' fees and court costs) arising from their failure to comply with the WhatsApp/Meta policies or from any violation described in this section.

9. API and Webhooks

9.1. The Platform provides a documented REST API for programmatic integration. Access to the API is conditioned on the use of authentication tokens (API Keys) provided by the Platform, with a minimum of 16 characters of cryptographic complexity.

9.2. Request limits (rate limits) are applied per Plan and per instance, as per the technical documentation available at api.whatsgo.wa-api.io/docs. Exceeding the request limits will result in HTTP 429 (Too Many Requests) responses. Systematic attempts to bypass rate limits constitute a violation of these Terms.

9.3. Webhooks configured by the User must be publicly accessible, respond in a timely manner (maximum of 20 seconds), use the HTTPS protocol with a valid SSL/TLS certificate and return an HTTP 2xx code to confirm receipt.

9.4. The Company does not guarantee the delivery of webhooks in the event of unavailability, instability or inadequate configuration of the User's endpoint. Undelivered events are automatically resent with exponential backoff and a dead-letter queue, according to the limits of the contracted Plan.

9.5. The Platform uses message queues with FIFO (First In, First Out) ordering per instance to ensure the correct sending sequence. The User should not rely on instant delivery, acknowledging that there may be latencies inherent to asynchronous processing.

9.6. The User is responsible for the security of their API tokens and must treat them as sensitive credentials. Compromised tokens must be revoked and regenerated immediately. The Company is not liable for improper access arising from the compromise of tokens due to the User's negligence.

10. Intellectual Property

10.1. The Platform, including, but not limited to, its source code, object code, architecture, design, layout, user interfaces, technical and commercial documentation, trademarks, logos, icons, domain names and other visual, graphic and functional elements, are the exclusive property of the Company and protected by Brazilian intellectual property legislation, including:

• applicable copyright laws (Copyright and Related Rights);
• applicable industrial property laws (Industrial Property);
• applicable laws protecting computer software.

10.2. Contracting a Plan grants the User a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Platform during the subscription term, exclusively for the purposes set out in these Terms. This license does not grant the User any ownership right over the Platform or its components.

10.3. The User retains full ownership of the data and content they enter into the Platform. By using the Service, the User grants the Company a limited, non-exclusive license, for the duration of the contract, to process, store and transmit such data exclusively for the provision of the contracted Service.

10.4. The “FunnelChat” trademark, logo and their variations are trademarks owned by the Company. Any unauthorized use, reproduction, imitation or improper association constitutes a violation of industrial property rights, subject to the penalties set out in applicable industrial property laws.

10.5. The Company may use the name and logo of the legal entity User as a commercial reference (case study, client list) in marketing materials, unless express opposition is communicated in writing.

11. Data and Privacy

11.1. The processing of personal data by the Company is governed entirely by the Privacy Policy, which forms an integral and inseparable part of these Terms.

11.2. The Company acts as Controller of the registration, financial and Platform usage data, and as Processor of the personal data of third parties processed on behalf of the User through the WhatsApp instances, pursuant to article 5, items VI and VII, of the GDPR (GDPR).

11.3. The rights of data subjects provided for in the GDPR and other applicable data protection laws may be exercised as detailed on the GDPR - Data Subject Rights page and the Data Deletion page.

11.4. The User is the sole and exclusive party responsible for obtaining and maintaining the appropriate legal bases (consent, legitimate interest, contractual performance or other situations under article 7 of applicable data protection laws) for the processing of the personal data of third parties through the Platform. The User declares that all third-party data processed through their instances was collected lawfully and on a valid legal basis.

11.5. In the event of a security incident involving personal data processed through the Platform, the Company will notify the User within a reasonable period, in accordance with article 48 of applicable data protection laws, so that they can take the appropriate measures with regard to the data subjects and the the competent data protection authority.

12. Availability and SLA

12.1. The Company will use its best commercially reasonable efforts to keep the Platform continuously available. The guaranteed availability levels (SLA - Service Level Agreement) vary according to the contracted Plan:

12.2. The SLA percentages are calculated monthly, excluding: (a) scheduled maintenance windows, communicated at least 48 (forty-eight) hours in advance by email or notification on the Platform; (b) force majeure events; (c) unavailability arising from third-party services (WhatsApp/Meta, infrastructure providers); and (d) failures caused by the User's own actions.

12.3. In the event of an SLA breach attributable exclusively to the Company, the User may request credits proportional to the period of unavailability, limited to 30% (thirty percent) of the monthly value of the Plan in the affected month. Such credits constitute the sole and exclusive compensation available.

12.4. The Company is NOT liable for unavailability arising from factors outside its sphere of control, including, but not limited to: instabilities in WhatsApp/Meta services, failures in cloud infrastructure providers, network connectivity interruptions, DNS problems, cyberattacks on third parties or failures in payment providers.

13. Limitation of Liability

THIS SECTION CONTAINS IMPORTANT LIMITATIONS OF LIABILITY THAT APPLY TO THE MAXIMUM EXTENT PERMITTED BY BRAZILIAN LEGISLATION. READ WITH HEIGHTENED ATTENTION.

13.1. The Company's total and cumulative liability to the User, for any cause related to these Terms, to the use of the Platform, to security incidents, to technical failures or to any other event, will be limited to the LESSER of: (a) the amount actually paid by the User to the Company in the 12 (twelve) months immediately preceding the event that gave rise to the claim; and (b) R$ 10,000.00 (ten thousand reais). This limit applies regardless of the nature of the claim (contractual, extracontractual, tortious or any other).

13.2. The Company will NOT BE LIABLE, under any circumstances and on any legal basis, for:

• Indirect, incidental, consequential, special, punitive, exemplary or moral damages;
• Lost profits, loss of revenue, loss of business, loss of commercial opportunities, loss of goodwill or loss of contracts;
• Loss, corruption or destruction of data, except to the extent that such loss results from willful misconduct or proven gross negligence exclusively attributable to the Company;
• Costs of acquiring substitute or alternative services;
• Third-party claims against the User, including customers, suppliers, partners, regulatory or judicial authorities;
• Changes, suspensions, degradations or discontinuation of services by WhatsApp/Meta;
• Banning, restriction, suspension or termination of the User's WhatsApp accounts for violation of Meta policies;
• Failures, delays or impossibility in the delivery of messages, which are the sole responsibility of the WhatsApp infrastructure;
• Unavailability, interruptions or degradations arising from cyberattacks (DDoS, ransomware, etc.), provided that the Company has adopted reasonable security measures compatible with the state of the art;
• Damages arising from improper, negligent or fraudulent use of the Platform by the User or by third parties with access to the User's credentials;
• Commercial, strategic or operational decisions made by the User based on information, metrics or data provided by the Platform;
• Incompatibility between the Platform and third-party systems, hardware, software or configurations used by the User.

13.3. The Platform is provided “AS IS” and “AS AVAILABLE”. The Company OFFERS NO WARRANTIES OF ANY KIND, express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability or freedom from errors. No information or guidance, verbal or written, provided by the Company or its representatives, constitutes a warranty not expressly set out in these Terms.

13.4. The limitations and exclusions of liability set out in this section apply to the maximum extent permitted by Brazilian legislation. Where applicable, the application of the applicable consumer protection laws to consumer relations is recognized, with the clauses of these Terms interpreted in accordance with its precepts when the User is an individual consumer.

13.5. Should any limitation set out in this section be deemed invalid or unenforceable by a competent court, the Company's liability will be limited to the lowest value legally permitted.

14. Indemnification

14.1. The User agrees to indemnify, defend and hold the Company, its partners, shareholders, directors, officers, employees, collaborators, agents, representatives, service providers, contractors and legal representatives, fully exempt and indemnified from any and all requests, claims, demands, actions (judicial, administrative or arbitral), proceedings, losses, liabilities, damages, costs and expenses (including, without limitation, attorneys' fees, court costs, expert assessments and other charges) arising from or related to:

• Violation of any provisions of these Terms or of any policy, contract or document referenced herein;
• Use of the Platform by the User or by any third parties who access the Platform through the User's account;
• Violation of the rights of third parties, including, but not limited to, intellectual property rights, data protection, privacy, honor, image or personality;
• Violation of the policies, terms of use, guidelines or conditions of WhatsApp, Meta or any third-party platform;
• Violation of any applicable legislation, regulation, rule or judicial or administrative determination;
• Content of messages sent, received, stored or processed by the User through the Platform;
• Irregular processing of the personal data of third parties carried out by the User through the Platform;
• Any claims from recipients of messages sent by the User, including complaints of spam, harassment or unwanted communication.

14.2. The indemnification obligation set out in this section survives indefinitely after the termination of the account, the contractual relationship or the use of the Platform, remaining valid and enforceable for as long as the triggering facts persist.

14.3. The Company will promptly notify the User of any claim or action that may give rise to indemnification obligations under this section, and will reasonably cooperate with the User in the defense of such claims, at the User's expense.

15. Suspension and Termination

15.1. The User may cancel their subscription at any time through the Platform settings or by request to the email soporte@funnelchat.com. The cancellation will take effect at the end of the current billing period, with access remaining active and functional until that date, without generating new charges.

15.2. The Company may suspend or terminate the User's access to the Platform, immediately and without prior notice, in the following situations:

• Violation of these Terms, the Privacy Policy, the Cookie Policy or any WhatsApp/Meta policies;
• Default for a period exceeding 15 (fifteen) calendar days after the third charging attempt;
• Use of the Platform for illegal, fraudulent, abusive purposes or purposes that pose a risk to third parties;
• Judicial, arbitral or competent administrative authority determination;
• Behavior that poses a risk to the security, integrity, availability or reputation of the Platform or the Company;
• Provision of false or fraudulent information during registration or use of the Platform;
• Use of the Platform contrary to the purpose for which it was developed.

15.3. In the event of termination due to violation of the Terms or unlawful conduct by the User, there will be no right to a refund of amounts paid, in whole or in part, without prejudice to the indemnification obligation set out in Section 14.

15.4. After voluntary account closure, the Company will retain the User's data for up to 30 (thirty) days to allow for possible reactivation. After this period, the data will be permanently anonymized or deleted, except for legal retention obligations:

• Financial and tax records: 5 (five) years, in accordance with applicable tax law;
• Access logs (IP, date/time): 6 (six) months, in accordance with applicable data-retention laws;
• Data necessary for ongoing or imminent disputes: until final resolution.

15.5. The provisions relating to Intellectual Property (Section 10), Limitation of Liability (Section 13), Indemnification (Section 14), Governing Law and Dispute Resolution (Section 20) and other clauses that, by their nature, must survive, will remain in force after the termination of the contractual relationship.

16. Force Majeure

16.1. Neither party will be liable for delays, failures or impossibility in fulfilling its obligations when arising from force majeure events or acts of God, as defined in article 393 of the applicable civil law, including, but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, tsunamis, volcanic eruptions);
• Epidemics, pandemics or health emergencies declared by competent authorities;
• Wars, invasions, acts of terrorism, insurrections, revolutions or coups d'état;
• Governmental restrictions, embargoes, sanctions, trade blockades or emergency regulations;
• Widespread failures of telecommunications, electricity, Internet or data center infrastructure;
• Large-scale cyberattacks (massive DDoS, ransomware, APT) affecting critical infrastructure providers;
• Legislative, regulatory or public policy changes that make the provision of the Service impossible;
• Generalized strikes affecting essential services;
• Judicial or administrative decisions ordering the suspension or blocking of the Service.

16.2. The affected party must notify the other party within 5 (five) business days after becoming aware of the force majeure event, describing its nature, estimated duration and impact on the contractual obligations, and will use reasonable, good-faith efforts to mitigate its effects.

16.3. Should the force majeure event persist for more than 60 (sixty) consecutive days, either party may terminate the contract without penalties, by written notice.

17. Affiliate Program

17.1. The Company may offer an Affiliate Program that allows eligible Users to refer new customers and receive commissions on completed contracts. Participation in the Program is subject to specific terms and conditions made available on the Platform.

17.2. The affiliate undertakes to promote the Platform ethically, lawfully and in compliance with these Terms, refraining from using deceptive practices, spam, false promises or any method that violates Brazilian legislation or the WhatsApp/Meta policies.

17.3. The commissions, percentages, payment terms and other conditions of the Program are described in the specific terms of the Affiliate Program, which form an integral part of these Terms where applicable.

17.4. The Company reserves the right to modify, suspend or terminate the Affiliate Program at any time, with 30 (thirty) days' prior notice, without this giving rise to a right to indemnification on the part of the affiliates, except for commissions already due.

17.5. Fraud in the Affiliate Program, including self-referral, fictitious accounts, manipulation of referral links or any dishonest conduct, will result in the immediate cancellation of participation, reversal of commissions and possible termination of the account on the Platform.

18. Confidentiality

18.1. The parties undertake to maintain the confidentiality of all technical, commercial, financial and strategic information to which they have access by reason of the contractual relationship (“Confidential Information”), including, but not limited to: technical API specifications, access tokens, performance data, customized commercial terms and information about the infrastructure.

18.2. Confidential Information must not be disclosed to third parties without the prior written consent of the disclosing party, except when required by law, regulation or judicial or administrative determination.

18.3. The confidentiality obligation survives for 2 (two) years after the end of the contractual relationship.

19. Changes to the Terms

19.1. The Company reserves the right to change, update or revise these Terms at any time. Substantial changes will be communicated at least 30 (thirty) days in advance by email and/or notification on the Platform, in accordance with article 6, item III, of the applicable consumer protection laws and article 7, item XI, of the applicable internet laws.

19.2. Continued use of the Platform after the changes come into effect constitutes tacit and irrevocable acceptance of the new Terms.

19.3. Should the User not agree with the changes, they may close their account before the effective date of the new Terms, without penalties, by request in accordance with Section 15.

19.4. Previous versions of these Terms will be available upon request to the email soporte@funnelchat.com or may be consulted in the version history made available by the Company.

20. Governing Law and Dispute Resolution

20.1. These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.

20.2. Any dispute, claim or controversy arising out of or relating to these Terms or the use of the Platform that cannot be resolved amicably shall be finally settled by confidential, binding arbitration administered under the rules of a recognized arbitration body, seated in Miami, Florida, United States, conducted in English, before a single arbitrator.

20.3. Each party waives any right to a jury trial and to participate in any class, collective or representative action; disputes shall be resolved solely on an individual basis.

20.4. Before commencing arbitration, the parties undertake to seek in good faith an amicable resolution of the dispute through direct negotiation, for a minimum period of 30 (thirty) days counted from written notice of the dispute. Either party may seek injunctive or equitable relief before a court of competent jurisdiction to protect its intellectual property or confidential information.

21. General Provisions

21.1. Entirety. These Terms, together with the Privacy Policy, the Cookie Policy, the GDPR - Data Subject Rights page and other referenced policies, constitute the entire agreement between the parties in relation to the object described herein, superseding any prior understandings, negotiations or agreements, written or verbal, on the same matter.

21.2. Independence of Clauses. If any provision of these Terms is deemed invalid, null, voidable or unenforceable by a court or competent authority, the remaining provisions will remain in full force and effect, and the invalid provision shall be replaced by another valid one that most closely approximates the original intention of the parties.

21.3. Assignment. The User may not assign, transfer, subrogate or otherwise dispose of their rights and obligations arising from these Terms without the prior written consent of the Company. The Company may freely assign its rights and obligations to companies within the same economic group, to successors in the event of a merger, acquisition, spin-off, incorporation or corporate reorganization, or to third parties that take over the operation of the Platform.

21.4. Waiver. The tolerance, indulgence or non-exercise, by either party, of any right or power provided for in these Terms will not constitute a waiver, novation or precedent, and the right may be exercised at any time, in the manner and within the periods of applicable legislation.

21.5. Communications. Official communications relating to these Terms will be made by email to the registered addresses or by notification on the Platform. Communications sent by email will be deemed received on the date of sending, unless proven otherwise.

21.6. Relationship between the Parties. Nothing in these Terms creates or implies a relationship of partnership, joint venture, consortium, commercial representation, employment, labor, agency, mandate or franchise between the Company and the User. Each party is and remains an independent contractor.

21.7. Interpretation. In the event of doubt in the interpretation of these Terms, the most restrictive interpretation in favor of the Company will prevail with regard to the limitation of liability, and the most favorable interpretation for the consumer in the situations provided for in applicable consumer protection laws.

21.8. Language. These Terms are made available in multiple languages. In the event of any discrepancy between versions, the English version shall prevail.

21.9. Registration. These Terms may be registered with a Registry of Deeds and Documents for purposes of publicity and enforceability against third parties, at the Company's discretion.

22. Monthly Active Contacts (MAC)

22.1. Where the contracted Plan is metered by Monthly Active Contacts (“MAC”), a MAC is any unique contact with which the User has had at least one interaction within the monthly billing cycle.

22.2. Unused MACs do not roll over to subsequent cycles and expire at the end of each cycle. MACs have no monetary value, are non-refundable and are not transferable between accounts.

22.3. If the User exceeds the MAC limit of their Plan, the Company may charge for the overage under the prevailing rate table or require a Plan upgrade.

23. Artificial Intelligence and Automations

23.1. The Platform may offer artificial intelligence and automation features. These features may produce inaccurate, incomplete or inappropriate outputs, and the User is solely responsible for supervising, testing and reviewing the results before using them.

23.2. AI features are not a substitute for professional medical, legal, financial or any other advice. The User assumes full responsibility for content sent through automations and agents.

23.3. The Company does not warrant any specific results, conversions, sales or performance arising from the use of AI features.

24. License to Use

24.1. Subject to these Terms and payment of the applicable fees, the Company grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Platform solely for the User's internal business purposes.

24.2. The User acquires no ownership rights in the Platform, its code, algorithms, models or infrastructure. Any use outside the scope of this license requires the Company's prior written authorization.

25. Customer Property and Content

25.1. The User retains all rights in the Customer Data entered or processed through the Platform. The User represents that it holds the necessary authorizations over such content.

25.2. The User grants the Company a worldwide, non-exclusive license to host, process, transmit and analyze the Customer Data as necessary to provide the Service, secure the Platform and comply with legal obligations.

26. Third-Party Services and Integrations

26.1. The Platform may integrate with third-party services, including Meta (WhatsApp), payment providers and external tools. The Company is not responsible for the availability, terms or decisions of such third parties.

26.2. By configuring integrations, the User authorizes the transmission of data to third-party services according to its own instructions, assuming responsibility for such transfers and for compliance with the applicable terms.

27. Data Upon Cancellation or Termination

27.1. Following cancellation or termination of the account, the Company will retain the Customer Data for a period of up to 60 (sixty) days, during which the User may export it, unless otherwise required by law.

27.2. After the retention period, the Customer Data will be permanently deleted or anonymized, with no further obligation on the Company, except for records required by law.

28. Legal Compliance, Sanctions and Anti-Corruption

28.1. The User undertakes to comply with all applicable export-control, economic-sanctions and anti-bribery laws, and represents that it is not subject to sanctions nor located in a restricted jurisdiction.

28.2. The User will not use the Platform for purposes prohibited by such rules. Breach of this clause authorizes immediate suspension or termination of the account.

29. Relationship of the Parties

29.1. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, agency, representation or fiduciary relationship between the User and the Company, and neither party may bind the other before third parties.

30. Notices

30.1. Notices relating to these Terms will be given by email or through the Platform itself. The User is responsible for keeping its contact information up to date.

30.2. A notice is deemed received on the date it is sent to the registered email address or published on the Platform.

31. Assignment

31.1. The User may not assign or transfer these Terms, in whole or in part, without the Company's prior written consent.

31.2. The Company may assign these Terms to affiliates, successors or in connection with a corporate reorganization, merger, acquisition or sale of assets, upon notice to the User.

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

• Email: soporte@funnelchat.com
• Support: soporte@funnelchat.com
• WhatsApp: +1 (334) 530-5858

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