Terms and conditions

1. CONTRACTING ENTITY AND AGREEMENT

1.1 The contracting entity and provider of the Services is Funnelchat LLC, a limited liability company organized under the laws of the State of Delaware, United States of America ("Funnelchat," the "Company," "we," "us," or "our"). Funnelchat LLC is a wholly owned subsidiary of Funnelchat Holdings, Inc., a Delaware corporation.

1.2 These Terms, together with each Service Order, checkout, accepted proposal, Privacy Policy, DPA, SLA, Acceptable Use Policy, documentation, and addendum expressly incorporated by reference (collectively, the "Agreement"), govern access to, purchase of, and use of the Platform and Services.

1.3 Funnelchat Holdings, Inc., Funnelchat Chile SpA, and other affiliates or vendors may participate in intellectual property ownership or licensing, development, support, billing, infrastructure, security, data processing, or technical delivery. Such participation does not make an affiliate a contracting party or guarantor unless expressly agreed in writing.

1.4 In case of conflict, the following order controls: (a) a Service Order signed by both parties; (b) the DPA for Personal Data processing; (c) a signed SLA or security addendum; (d) these Terms; (e) incorporated addenda and policies; and (f) general documentation. Mandatory consumer rights and other imperative laws will always control when applicable.

2. DEFINITIONS

2.1 "Affiliate" means an entity that controls, is controlled by, or is under common control with Funnelchat.

2.2 "Customer" means the legal entity or individual purchasing or using the Services for business or professional purposes. If an individual acts for an Organization, the Customer is that Organization.

2.3 "Account" means the environment enabled to access the Services, including Authorized Users, credentials, settings, numbers, integrations, and Customer Data.

2.4 "Customer Data" means content, messages, contacts, conversations, files, settings, prompts, instructions, flows, databases, metadata, and other information submitted, received, generated, or processed by or for Customer through the Services.

2.5 "Personal Data" means information relating to an identified or identifiable natural person under applicable law.

2.6 "DPA" means the Data Processing Addendum incorporated as Annex B and any later version validly notified.

2.7 "MAC" or "Monthly Active Contact" means a unique contact with at least one countable interaction during the monthly cycle under the methodology published in the Platform or Service Order.

2.8 "Meta" includes Meta Platforms, Inc., WhatsApp LLC, and their applicable affiliates.

2.9 "Service Order" means an order, checkout, plan, proposal, quote, or accepted document identifying Services, price, cycle, limits, or commercial conditions.

2.10 "Platform" means Funnelchat's digital platform, including its websites, applications, dashboards, automations, integrations, AI agents, APIs, features, modules, and tools operated under the domains funnelchat.com, funnelchat.app, and wha.link, including their subdomains.

2.11 "Third-Party Policies" means the terms, rules, and decisions of Meta, WhatsApp, Hotmart, Stripe, cloud, AI, telephony, CRM, and other integrated providers.

2.12 "Services" means the Platform and each contracted feature, license, API, support, or professional service.

2.13 "Authorized User" means a person authorized by Customer to use the Account. "End User" means a contact, lead, customer, recipient, group member, or third party with whom Customer interacts.

2.14 "Public Tools" means free or publicly accessible Platform features that may be used without creating an Account, including the link generator available at wha.link.

3. ACCEPTANCE, AUTHORITY, AND BUSINESS USE

3.1 Customer accepts the Agreement by checking an acceptance box, clicking a button communicating acceptance or purchase, signing or accepting a Service Order, starting a trial, creating or activating an Account, generating a link or using a Public Tool after a reasonably conspicuous notice with a link to these Terms is displayed, or using the Services after receiving clear notice of the Agreement. Where separate consent is required for renewal, recurring charges, immediate service commencement, or data processing, Funnelchat will request it separately.

3.2 A person accepting for an Organization represents and warrants sufficient authority to bind it. A person without authority must not use the Services and may be responsible for obligations purportedly assumed.

3.3 The Services are offered for business or professional use, not personal, family, or household use. Customer represents that it acquires the Services primarily for its business or profession. This representation does not eliminate non-waivable rights if Customer legally qualifies as a consumer or protected microenterprise.

3.4 Customer and each Authorized User must be at least eighteen (18) and have legal capacity. Use by minors is not authorized, even with guardian permission, absent Funnelchat's written agreement and legal compliance.

3.5 If mandatory law treats Customer as a consumer, Annex A and local law supplement these Terms. Nothing purports to waive non-waivable rights in advance.

3.6 A person who accesses or uses a Public Tool without an Account will be treated as a User for the applicable purposes of the Agreement and will be bound by these Terms from the time use begins, provided that a reasonably conspicuous notice with a link to them has been displayed. A person acting for an Organization represents that they have authority to bind it.

3.7 Funnelchat offers free, publicly accessible tools that do not require registration, including the link generator available at wha.link. Use of those tools constitutes acceptance of these Terms, particularly Sections 6 (License and Technical Restrictions) and 7 (Acceptable Use and Prohibited Content). Funnelchat may block, deactivate, or delete any generated link, code, or resource that violates the Agreement, law, third-party rights, security measures, anti-spam rules, or Third-Party Policies, without prior notice and without any obligation to maintain or restore the resource. Public Tools are provided without an SLA, availability warranty, or retention commitment.

4. ACCOUNT, USERS, AND ACCESS SECURITY

4.1 Customer will provide complete, accurate, current information, secure access, and designate responsible administrators.

4.2 Customer is responsible for acts of Authorized Users, employees, contractors, integrations, APIs, devices, and persons using its credentials, except to the extent a breach is directly attributable to Funnelchat.

4.3 Customer will use reasonable access controls, strong passwords, multi-factor authentication when available, least privilege, and timely access revocation. Customer must immediately notify soporte@funnelchat.com of unauthorized use or an incident.

4.4 Accounts and licenses may not be sold, leased, shared with unauthorized third parties, sublicensed, or transferred unless the plan permits it or Funnelchat authorizes it in writing.

4.5 Funnelchat may verify identity, business, payment method, authority, location, and compliance, and may reject or limit registration based on fraud, sanctions, legal risk, security, Third-Party Policies, or technical capacity.

4.6 The registration and Account obligations in this Section 4 apply only to features requiring an Account. Public Tools may be used without an Account and are governed by Sections 3.6, 3.7, and the other applicable provisions of the Agreement.

5. SERVICES AND THIRD-PARTY DEPENDENCIES

5.1 Funnelchat provides SaaS tools for automation, messaging, CRM, conversations, groups, communities, campaigns, integrations, analytics, and artificial intelligence, primarily for WhatsApp and other supported channels.

5.2 Available features depend on plan, country, channel, integration, version, technical limits, and Third-Party Policies. Advertising and documentation describe general capabilities and do not add a feature to a plan unless expressly identified in the Service Order or checkout.

5.3 Customer is responsible for configuration, recipients, frequency, content, purpose, supervision, and legality of campaigns, messages, flows, agents, integrations, and decisions.

5.4 Funnelchat does not control the availability, approval, quality, price, API, policies, or decisions of Meta or other third parties. A third-party change, block, rejection, limitation, or interruption does not by itself constitute Funnelchat breach.

5.5 Funnelchat may add, modify, replace, combine, migrate, limit, or discontinue features under Section 12. If Funnelchat removes during a prepaid term an essential feature expressly identified in a Service Order without a substantially equivalent replacement, for a reason not attributable to Customer or a third party, Customer's exclusive remedy is to terminate the affected component and receive a prorated refund of the corresponding prepaid fee, unless law provides another remedy.

6. LICENSE AND TECHNICAL RESTRICTIONS

6.1 Subject to the Agreement and payment, Funnelchat grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services during the subscription for internal business purposes.

6.2 Customer may not copy, resell, operate as a service bureau, modify, create derivatives, reverse engineer, decompile, extract source code, system prompts, models, algorithms, or architecture; circumvent limits; remove notices; conduct penetration testing without permission; use unauthorized scraping or robots; interfere with the Platform; or use the Services to build or train a competing product.

6.3 Customer may use APIs only under documentation, limits, and assigned credentials. Funnelchat may rotate keys, apply rate limits, or block activity affecting security, stability, or cost.

7. ACCEPTABLE USE AND PROHIBITED CONTENT

7.1 Customer will use the Services lawfully, securely, professionally, and in compliance with the Agreement, documentation, and Third-Party Policies.

7.2 Prohibited uses include spam; phishing; malware; fraud; impersonation; harassment; illegal discrimination; exploitation; deceptive messages; contact without opt-in or legal basis; evading opt-out; illegal content; privacy or intellectual property violations; trafficking, terrorism, or organized crime; illegal weapons or drugs; unauthorized gambling; prohibited adult products; pyramid schemes; unlicensed financial, health, credit, collections, or regulated activities; unnecessary sensitive-data collection; and any use prohibited by Meta or law.

7.3 Customer will not enter full payment-card numbers, passwords, authentication codes, banking credentials, protected medical records, full government identifiers, biometric data, or minors' data absent written approval, designed functionality, and verifiable compliance.

7.4 Funnelchat may use automated controls and proportionate review to detect abuse and may block content, sends, numbers, integrations, or Accounts where there is a reasonable basis of breach or risk. This does not impose a general duty to monitor all content.

8. META, WHATSAPP, CONSENT, AND MARKETING

8.1 Customer will comply with Third-Party Policies and retain verifiable evidence of each opt-in, including date, source, wording, channel, purpose, and revocation mechanism.

8.2 Customer will promptly honor unsubscribe, block, objection, deletion, and withdrawal requests inside and outside the channel. Customer will not acquire or use lists without verifiable consent.

8.3 Customer will use templates, categories, conversation windows, quality limits, and business profiles in compliance with Meta and will offer a reasonable human contact or escalation method where appropriate.

8.4 Meta or other third parties may reject templates, reduce quality, change prices, suspend numbers, or limit APIs. Such decisions do not automatically create a refund, credit, or damages right absent mandatory law or written commitment.

8.5 Customer will defend and indemnify Funnelchat for claims arising from unauthorized communications, lack of consent, opt-out failures, or policy violations under Section 23.

9. ARTIFICIAL INTELLIGENCE AND AUTOMATION

9.1 The Services may generate, classify, summarize, recommend, or execute actions using AI. Outputs may be inaccurate, incomplete, offensive, biased, or outdated and require appropriate human oversight.

9.2 Customer is responsible for testing and supervising prompts, sources, permissions, flows, tools, responses, automations, and actions before and during use. Customer will not use outputs as the sole basis for medical, legal, financial, credit, employment, education, immigration, insurance, biometric, essential-service, or other decisions producing significant legal effects.

9.3 Absent written enterprise approval and documented compliance, Customer may not use the Services for prohibited or high-risk AI practices, including harmful manipulation, exploitation of vulnerabilities, social scoring, sensitive biometric categorization, emotion recognition in employment or education, facial-database creation through scraping, discriminatory automated decisions, unlawful surveillance, deceptive deepfakes, or non-consensual intimate material.

9.4 Funnelchat will provide reasonable capabilities to inform a person when directly interacting with AI where required by law. Customer must keep the notice enabled, make it clear before or at the start of interaction, and offer human escalation where appropriate. Customer may not hide mandatory identifiers.

9.5 Funnelchat will not use identifiable conversation content or Customer Data to train foundation or general-purpose models for third-party benefit absent documented instruction, opt-in setting, or separate agreement. Funnelchat may process such data to provide, protect, debug, and support the Services and may use aggregated or deidentified data that does not reasonably identify a person or Customer.

9.6 Customer will not enter third-party secrets, sensitive data, or information it is not authorized to process and is responsible for determining whether an impact assessment, consent, notice, or human review is required.

9.7 Funnelchat may modify or disable AI features for security, compliance, model-provider policy, risk of harm, third-party rights, or regulatory requirements.

10. PLANS, USAGE UNITS, AND OVERAGES

10.1 Each plan may include quantities of MACs, contacts, numbers, users, agents, conversations, credits, storage, integrations, support, automations, API calls, or other units. The current definition and measurement method will appear in checkout, Service Order, dashboard, or documentation.

10.2 A MAC is a unique contact with at least one countable interaction during the monthly cycle. Funnelchat may reasonably exclude, include, or classify interactions to prevent double counting, fraud, or abuse and reflect technical changes, with notice if material.

10.3 Unless the plan states otherwise, unused MACs or credits may accrue for up to ninety (90) days from allocation and then expire. They have no cash value and are not refundable or transferable.

10.4 Upon reaching a limit, Funnelchat may restrict sends, replies, automations, or features; charge disclosed overages; apply add-ons; or require an upgrade. Customer may continue to access data and receive messages where technically reasonable, absent risk or nonpayment.

10.5 Customer will monitor consumption. Funnelchat's reasonable metrics control billing absent manifest error shown within thirty (30) days.

11. FEES, TRIALS, CHARGES, AND AUTOMATIC RENEWAL

11.1 Price, currency, taxes, cycle, charge date, and plan will be displayed before purchase. Unless stated otherwise, subscriptions are prepaid and automatically renew for equal periods until canceled.

11.2 BY STARTING A TRIAL THAT REQUIRES A PAYMENT METHOD OR A SUBSCRIPTION, CUSTOMER EXPRESSLY AUTHORIZES FUNNELCHAT AND ITS PAYMENT PROCESSORS TO MAKE RECURRING CHARGES FOR THE APPLICABLE PRICE, TAXES, ADD-ONS, OVERAGES, AND RENEWALS UNTIL CANCELLATION.

11.3 A free trial lasts for the period displayed at checkout. If not canceled before the stated date and time, the selected plan will be charged automatically. Funnelchat will display the amount and frequency before obtaining consent and send legally required reminders.

11.4 Customer may cancel renewal in the Account, through the payment processor, or through an enabled support channel. Cancellation will be reasonably simple and effective at the end of the paid cycle, unless withdrawal, termination for Funnelchat breach, or mandatory law applies. Funnelchat will send confirmation.

11.5 Hotmart, Stripe, or another provider may act as payment processor or merchant of record as stated at checkout. Their payment terms apply additionally but do not replace this Agreement for the Services.

11.6 Customer authorizes use of the stored payment method and will maintain sufficient information. Funnelchat may retry charges, suspend for nonpayment, and recover overdue amounts and permitted reasonable costs.

11.7 Fees exclude taxes, withholding, VAT, GST, sales tax, and other assessments unless stated. Customer pays applicable taxes except taxes on Funnelchat's net income. If withholding is required, Customer will provide certificates and cooperate on treaty or exemption relief.

11.8 An obvious pricing error may be corrected before charging or, if charged, by offering Customer the choice to keep the purchase at the correct price or cancel for a refund. Funnelchat need not provide indefinitely at a manifestly erroneous price.

12. RIGHT TO MODIFY PLANS, PRICES, LIMITS, AND FEATURES

12.1 Customer acknowledges that a SaaS service, its costs, dependencies, and capabilities evolve. To the fullest extent permitted, Customer authorizes Funnelchat to create, modify, reorganize, rename, combine, migrate, replace, or discontinue plans; change prices, discounts, pass-through taxes, units, and measurement methods; increase or reduce limits, credits, MACs, contacts, numbers, users, agents, storage, integrations, support, and capacities; and add, modify, or remove features.

12.2 Funnelchat may immediately apply changes that: (a) benefit Customer or do not materially reduce the Service; (b) correct errors; (c) improve security, performance, compliance, or accessibility; (d) prevent fraud or abuse; (e) respond to law, authority, Meta, WhatsApp, an AI provider, or another third party; (f) affect beta, free, or promotional features; or (g) are necessary to avoid harm or disproportionate cost. Funnelchat will provide notice where reasonably practicable.

12.3 A price increase or material reduction in limits or essential features for an existing paid subscription will, absent an urgent Section 12.2 reason, apply: (a) from the next monthly renewal cycle, with reasonable prior notice; or (b) for a prepaid annual subscription, at the next annual renewal. Funnelchat will endeavor to provide at least thirty (30) days' notice, or any longer period required by law.

12.4 Where law requires express consent, reminder, notice period, or cancellation mechanism for a change or renewal, Funnelchat will comply. Mexican consumers will receive at least the legally required five-day notice; California and other jurisdictions will receive required reminders and notices.

12.5 If Customer does not accept a change taking effect at renewal, Customer must cancel before that date. Continuing the subscription after the effective date constitutes acceptance where legally valid. Cancellation is Customer's remedy, without refund for the period already delivered, absent mandatory rights.

12.6 If an urgent change during a prepaid annual period removes an expressly contracted essential feature and Funnelchat offers no substantially equivalent replacement, Customer may terminate the affected component within thirty (30) days after notice and receive a prorated refund for the unused prepaid period. No refund is due where the change results from Customer breach, Third-Party Policies, illegality, security risk, or force majeure, unless law states otherwise.

12.7 The price, limits, and features displayed in the dashboard, checkout, or applicable Service Order control for the applicable cycle. Promotions and discounts may be temporary and do not create a right to renew at the same price.

13. REFUNDS, WITHDRAWAL, AND CANCELLATION

13.1 Unless a Service Order, express guarantee, or mandatory law states otherwise, B2B payments are final and non-refundable, including commenced periods, add-ons, implementation, onboarding, consulting, credits, and unused consumption.

13.2 Funnelchat may grant discretionary refunds without precedent or admission. An improper chargeback is a breach.

13.3 Where Customer is a consumer, Annex A applies. Where law allows immediate performance and limitation of withdrawal through express request or consent, Customer requests immediate commencement upon Account activation and acknowledges the checkout disclosures.

13.4 Renewal cancellation does not eliminate accrued amounts or automatically create a refund. Termination for Funnelchat's uncured material breach entitles Customer to a prorated refund of prepaid fees for the post-termination period, absent another mandatory remedy.

14. CUSTOMER DATA AND CONTENT

14.1 Customer retains its rights in Customer Data and grants Funnelchat and its subprocessors a worldwide, limited, non-exclusive, royalty-free license during the relationship and retention period to host, copy, transmit, technically adapt, back up, and process Customer Data solely to provide, secure, support, and technically improve the Services; follow instructions; prevent abuse; and comply with law.

14.2 Customer represents it has the rights, notices, legal bases, consents, and authorizations to process and disclose Customer Data and is responsible for accuracy, quality, legality, purpose, and minimization.

14.3 Funnelchat acquires no ownership of Customer Data. Human access will be reasonably limited to authorized support, security, abuse investigation, compliance, or maintenance.

14.4 Customer will maintain appropriate backups or exports. Funnelchat will provide expressly contracted availability and backup commitments, but the Platform is not Customer's legal system of record.

15. PRIVACY, ROLES, AND DPA

15.1 Funnelchat acts as controller for account, billing, security, its own marketing, and business administration data. For Personal Data Customer processes through the Services, Customer acts as controller/business and Funnelchat as processor/service provider unless law or a Service Order states otherwise.

15.2 Annex B is part of the Agreement and applies when Funnelchat processes Personal Data for Customer. It controls in case of conflict for that processing.

15.3 Customer will provide notices, select legal bases, handle rights, configure retention, comply with direct marketing, and assess sensitive or high-risk processing. Funnelchat will provide reasonable assistance under the DPA.

15.4 Funnelchat may use subprocessors for infrastructure, messaging, AI, analytics, support, security, billing, and other functions. It will maintain a list in its legal center or upon request to privacy@funnelchat.com and apply the DPA mechanism.

15.5 International transfers will use valid mechanisms, including standard contractual clauses, adequacy decisions, transfer agreements, and supplementary measures where appropriate.

16. SECURITY AND INCIDENTS

16.1 Funnelchat will maintain reasonable, proportionate technical and organizational measures described in Annex B, considering nature, state of the art, cost, and risk.

16.2 No system is absolutely secure. Funnelchat does not warrant total absence of vulnerabilities, especially from compromised credentials, Customer settings, devices, integrations, or third parties.

16.3 Funnelchat will notify Customer without undue delay after becoming aware of a confirmed or reasonably probable incident affecting Customer Personal Data and requiring Customer assistance. It will provide available information and reasonable updates without compromising security, investigation, or privilege.

16.4 Customer will immediately report incidents relating to its access, settings, or users and cooperate in containment and notifications.

17. CONFIDENTIALITY

17.1 "Confidential Information" means nonpublic information identified as confidential or reasonably understood to be confidential, including software, security, roadmap, nonpublic prices, business data, and Customer Data.

17.2 The recipient will protect it with at least reasonable care, use it only for the Agreement, and disclose it only to persons with a need to know and confidentiality duties.

17.3 It excludes information lawfully public, previously known, received without duty, independently developed, or required by law. Where permitted, prior notice will be given and disclosure limited.

17.4 Duties continue during the Agreement and for five (5) years; trade secrets and Personal Data remain protected while retaining that status or as law requires.

18. FUNNELCHAT INTELLECTUAL PROPERTY

18.1 Funnelchat, its Affiliates, or licensors retain all rights in the Platform, software, APIs, interfaces, marks, documentation, models, system prompts, algorithms, base flows, architecture, know-how, improvements, and derivatives.

18.2 No right transfers except the express license. Customer will not register or challenge Funnelchat marks or rights.

18.3 If a professional-services deliverable includes Customer-specific configuration, Customer retains pre-existing materials and Data, while Funnelchat retains reusable tools, components, methodologies, and general know-how, absent a different Service Order.

18.4 Funnelchat may reasonably identify Customer and use its name and logo in customer lists unless Customer objects in writing. Press releases and detailed case studies require prior approval.

19. FEEDBACK, TELEMETRY, AND DEIDENTIFIED DATA

19.1 Funnelchat may use without payment ideas, suggestions, and feedback that do not contain Confidential Information or Personal Data.

19.2 Funnelchat may generate and use metrics, telemetry, statistics, and aggregated or deidentified data to operate, secure, analyze, develop, benchmark, and market the Services, provided they do not reasonably identify Customer or a person and are not reidentified.

19.3 Funnelchat will apply legally required deidentification standards and combination restrictions under the DPA.

20. THIRD-PARTY INTEGRATIONS AND SERVICES

20.1 Customer may enable integrations. By doing so, it authorizes technically necessary sharing of Customer Data with the third party and is responsible for its account, permissions, and terms.

20.2 Funnelchat is not responsible for third-party availability, security, content, changes, or conduct, except for its own vendor-selection and contracting duties under law or the DPA.

20.3 Funnelchat may replace an integration or provider for security, cost, availability, compliance, or product evolution under Section 12.

21. SUPPORT, BETA, AND SLA

21.1 Support level, hours, and channels depend on plan. Without a signed SLA, specific response, resolution, or availability times are not guaranteed.

21.2 Beta, preview, experimental, free, or early-access features may change or end at any time, are provided without SLA, and may contain errors. Customer will not use them for critical operations without backup.

21.3 Service credits are the exclusive remedy for SLA breach where the SLA states so.

22. WARRANTIES AND DISCLAIMERS

22.1 Funnelchat warrants that it will perform the Services substantially in accordance with applicable documentation and with reasonable professional care.

22.2 Except as above and to the fullest extent permitted, the Services are provided "as is" and "as available." Funnelchat disclaims implied warranties of merchantability, fitness, non-infringement, and results.

22.3 Funnelchat does not warrant sales, conversions, revenue, deliverability, template approval, number permanence, uninterrupted operation, error-free service, or AI accuracy.

22.4 Disclaimers do not affect non-waivable consumer warranties.

23. INDEMNIFICATION

23.1 Customer will defend, indemnify, and hold harmless Funnelchat, its Affiliates, and personnel from third-party claims, penalties, damages, and reasonable costs arising from Customer Data or content; communications; lack of consent; privacy, marketing, intellectual property, or Third-Party Policy violations; illegal or regulated use; or Customer breach.

23.2 Funnelchat will provide reasonable notice and allow Customer to control the defense, subject to cooperation and Funnelchat's right to participate. No settlement may admit Funnelchat liability or impose a nonmonetary obligation without consent.

23.3 For an enterprise Service Order that includes it, Funnelchat will defend third-party claims that the Platform, used under the Agreement, infringes a patent, copyright, or trademark, and may obtain rights, modify, replace, or terminate with prorated refund. This does not apply to Customer Data, unauthorized combinations, modifications, or continued use after notice.

24. LIMITATION OF LIABILITY

24.1 To the fullest extent permitted, neither party is liable for indirect, incidental, special, punitive, or consequential damages, lost profits, revenue, opportunities, goodwill, data, or business interruption, even if advised.

24.2 Funnelchat's aggregate liability under the Agreement will not exceed fees Customer paid for the affected Services during the twelve (12) months before the first event. For free Services, the cap is USD 100.

24.3 The cap does not apply where liability cannot be limited by law. A business Service Order may establish a specific super-cap for confidentiality, security, or DPA matters.

24.4 Limitations reflect risk allocation and apply regardless of theory and even if a remedy fails its essential purpose.

25. SUSPENSION AND TERMINATION

25.1 Customer may cancel renewal under Section 11. Either party may terminate for material breach not cured within thirty (30) days after notice, absent urgent risk.

25.2 Funnelchat may immediately suspend or terminate for nonpayment; fraud; abuse; spam; illegality; security or privacy risk; sanctions; government order; rights infringement; Meta breach; use affecting others; or where immediate suspension is reasonably necessary.

25.3 Where curable and not urgent, Funnelchat will endeavor to notify and provide a reasonable cure opportunity.

25.4 Funnelchat may terminate a Service for general discontinuation. It will give reasonable notice and refund the unused prepaid portion unless it offers a substantially equivalent replacement or termination results from a third party, force majeure, law, or Customer breach.

25.5 Termination does not erase accrued obligations. Payment, intellectual property, confidentiality, data, indemnity, limitations, disputes, and provisions that by nature should survive will survive.

26. EXPORT, RETENTION, AND DELETION

26.1 Customer may export Customer Data using available tools during the subscription and should do so before termination.

26.2 After termination, Funnelchat may retain Customer Data in limited status for up to sixty (60) days to allow recovery, absent different instruction, DPA, or law. It will then delete or deidentify active-system data under its processes.

26.3 Immutable backups may remain until ordinary rotation and will not be restored except for continuity or recovery. They remain protected and unused for other purposes.

26.4 Funnelchat may retain information needed for billing, fraud, security, disputes, and law. Data-subject rights will not be conditioned on payment, though extraordinary Customer export services may be charged where lawful.

26.5 Where the European Union Data Act or another switching or portability law applies, Funnelchat will enable Customer to switch to another service or on-premises infrastructure, export exportable data in a structured, commonly used, machine-readable format, and complete transition within legal timelines. Funnelchat will not impose prohibited commercial, technical, contractual, or organizational obstacles or switching charges after the date on which law prohibits them. Customer will cooperate, secure destination credentials, and pay only charges expressly permitted and disclosed in advance.

27. COMPLIANCE, SANCTIONS, AND ANTI-CORRUPTION

27.1 Each party will comply with applicable law. Customer is responsible for sector regulation, licensing, advertising, telecommunications, marketing, and content.

27.2 Customer represents it is not sanctioned and will not use Services in prohibited territories or for prohibited persons under applicable United States, United Nations, European Union, United Kingdom, or other regimes.

27.3 Customer will not offer or accept bribes or use Services for corruption, money laundering, export-control evasion, or unlawful activity.

28. NOTICES AND ELECTRONIC COMMUNICATIONS

28.1 Customer consents to receive contractual, security, billing, renewal, and change communications by email, Account, Platform, processor, or reasonable channels and will keep contact information current.

28.2 Notice to Customer is received when displayed in the Account, sent to the registered email, or delivered under the Service Order, absent mandatory law.

28.3 Legal notices to Funnelchat must be sent to soporte@funnelchat.com with subject "Legal Notice" and physical copy where legally required to the Section 33 address. Privacy: privacy@funnelchat.com.

29. CHANGES TO THESE TERMS

29.1 Funnelchat may modify the Agreement for legal, regulatory, security, product, third-party, operational, or business changes.

29.2 Nonmaterial, beneficial, legal, or urgent changes may take effect upon publication or on the stated date. For materially adverse changes to paying Customers, Funnelchat will give reasonable notice and apply them at the next renewal unless earlier effect is required by law, security, or third parties.

29.3 If Customer does not accept a material renewal change, it must cancel before renewal. Continued use afterward constitutes acceptance where valid. No change will retroactively reduce an accrued right or remove a mandatory remedy.

29.4 Funnelchat will retain versions and evidence of notices and acceptance.

30. ASSIGNMENT

30.1 Customer may not assign the Agreement without written consent. Funnelchat may assign to an Affiliate or in connection with a merger, reorganization, financing, asset sale, or change of control if the assignee assumes essential obligations.

31. GOVERNING LAW AND DISPUTES

31.1 For business Customers, Delaware law governs without conflicts rules. The Federal Arbitration Act governs arbitration where applicable.

31.2 Before formal proceedings, claimant will send detailed notice and the parties will negotiate for thirty (30) days.

31.3 Each business dispute will be individually resolved by confidential AAA/ICDR arbitration before one arbitrator, legal seat Miami, Florida, in Spanish or English as stated in the Service Order. Remote hearings are permitted. The arbitrator may grant legal remedies and allocate costs under applicable rules.

31.4 Either party may seek interim relief for intellectual property, confidentiality, security, unauthorized access, or fraud, and Funnelchat may collect liquidated sums in a competent court.

31.5 To the fullest extent permitted, claims are individual and the parties waive class or representative proceedings. This waiver does not apply where invalid.

31.6 For consumers, mandatory law, home forum, administrative bodies, small claims, and non-waivable mechanisms control. Business arbitration and the class waiver do not apply where prohibited locally.

32. GENERAL AND LANGUAGE

32.1 The Agreement is the complete agreement. If a provision is invalid, it will be interpreted or replaced only as necessary and the rest continues. Delay is not waiver. There are no third-party beneficiaries except express indemnitees.

32.2 The parties are independent contractors. Nothing creates partnership, agency, employment, franchise, fiduciary duty, or joint venture.

32.3 Funnelchat is not liable for force majeure, including cloud, telecommunications, Meta, API failures, widespread cyberattacks, disaster, war, epidemic, governmental acts, or regulatory changes beyond reasonable control. It will reasonably mitigate.

32.4 Electronic signatures and acceptances are valid. Funnelchat may retain logs, versions, payments, and communications as evidence, subject to privacy.

32.5 Spanish, English, and Portuguese versions are intended to be equivalent. For business Customers, English controls in case of discrepancy to the extent permitted. For consumers, the contracting-language version and any legally required consumer-favorable interpretation control.

33. CONTACT

Funnelchat LLC

Delaware limited liability company

Corporate notice address: 7345 W Sand Lake Rd, Ste 210, Office 6686, Orlando, Florida 32819, United States.

Support and legal notices: soporte@funnelchat.com

Privacy: privacy@funnelchat.com

Website: https://funnelchat.com

ANNEX A - MANDATORY JURISDICTIONAL RIGHTS

A.1 This Annex applies only if Customer is legally a consumer or protected party and only to the mandatory extent. It does not voluntarily extend consumer protection to excluded B2B purchases.

A.2 United States. Funnelchat will clearly display renewal terms, price, frequency, and cancellation and obtain affirmative consent where required by ROSCA or state law. Consumers enrolled online may cancel online. Required renewal and change reminders, including California requirements, will be sent. Nothing limits non-waivable small-claims, state, or privacy rights.

A.3 European Union and Spain. A consumer has the statutory fourteen (14) day withdrawal period for distance contracts unless a valid exception applies. If immediate performance is requested, the consumer may owe the proportion delivered and, where law permits loss of withdrawal for full performance or digital content, Funnelchat will obtain express consent and acknowledgment. Consumers will receive provider identity, total price, duration, renewal, functionality, and interoperability information and may use courts and authorities at home. Warranty limits and unilateral changes are subject to unfair-terms law.

A.4 Mexico. For recurring-charge services, Funnelchat will clearly and prominently disclose frequency, amount, and charge date; obtain express informed consent; give at least five (5) calendar days' renewal notice where required; and allow immediate cancellation without penalty. PROFECO and Mexican rights control.

A.5 Brazil. A consumer may exercise the statutory seven (7) day right of withdrawal from contracting or service availability where the Consumer Defense Code applies. Funnelchat will provide Portuguese support and cancellation and refund amounts as required. Brazilian consumer forum and rights control.

A.6 Colombia. A consumer may exercise withdrawal within five (5) business days where applicable. If law excludes services commenced with consumer agreement, Funnelchat will obtain the required request or consent before commencement. Mandatory payment reversal, information, and complaint channels will be respected.

A.7 Peru. The Consumer Protection and Defense Code, ban on unfair terms, and information and suitability rights control. Funnelchat will maintain a virtual Complaints Book and response deadlines where applicable to its local presence or offer.

A.8 Argentina. A consumer may revoke within the statutory ten (10) day period where applicable and cancel through the same contracting method. Funnelchat will keep required "Withdrawal" and "Cancel Service" buttons or mechanisms accessible without extra procedures other than reasonable identity verification.

A.9 Chile. Before payment, Funnelchat will disclose seller identity, contact, total price, currency, services, renewal, termination, and withdrawal or its lawful exclusion. To the extent Article 3 bis of Law 19,496 permits withdrawal exclusion for services, Funnelchat excludes it once the Service is activated and made available, provided the exclusion is clear, prominent, and precontractual. SERNAC, competent courts, and consumer or micro/small business rights control where applicable.

A.10 Uruguay. A consumer may rescind a distance purchase within five (5) business days under law and pays only for services actually performed where applicable. Funnelchat will disclose a physical address and refund as required.

A.11 Ecuador. A consumer will receive clear information, be able to retain the electronic contract, and withdraw electronic consents under law. In consumer relationships, the consumer's home forum controls and business arbitration will not apply where incompatible with mandatory rights.

A.12 Requests. Consumers may request cancellation or withdrawal through the Account or at soporte@funnelchat.com, without prejudice to local buttons. Reasonable identification and country, Account, plan, and request details are required. Funnelchat will respond within the legal period.

ANNEX B - DATA PROCESSING ADDENDUM (DPA)

B.1 Scope and roles. This DPA applies where Funnelchat processes Personal Data for Customer. Customer is controller/business and Funnelchat processor/service provider. Each party complies with its own duties.

B.2 Details. Processing is to provide, secure, maintain, and support the Services; duration is the Agreement plus authorized retention; operations include receipt, transmission, storage, organization, consultation, generation, support, deletion, and other documented instructions. Data subjects may include Authorized Users, End Users, leads, customers, employees, and contractors. Data may include identity, contact, messages, metadata, activity, IP, device, preferences, and data Customer chooses to upload. Sensitive data is not authorized absent written agreement and suitable controls.

B.3 Instructions. Funnelchat processes only under the Agreement, settings, and other documented instructions, except legal obligation. It will inform Customer if it believes an instruction violates law unless prohibited.

B.4 Confidentiality and personnel. Funnelchat limits access to personnel with need to know, confidentiality duties, and appropriate training.

B.5 Security. Funnelchat maintains proportionate measures, including access management, authentication, logical segregation, encryption in transit and at rest where technically applicable, logging, backups, vulnerability management, secure development, continuity, incident response, and vendor management. Customer is responsible for settings, permissions, devices, and credentials.

B.6 Incidents. Funnelchat will notify Customer without undue delay after becoming aware of a Customer Personal Data breach and provide available nature, categories, consequences, and measures, with updates as appropriate. Notice is not an admission.

B.7 Rights and assessments. Considering processing nature, Funnelchat reasonably assists with data-subject requests, impact assessments, consultations, and compliance. Assistance beyond standard functionality or caused by Customer breach may incur reasonable costs where lawful.

B.8 Subprocessors. Customer grants general authorization for Affiliates and subprocessors. Funnelchat imposes substantially equivalent duties and remains responsible as law requires. It will make a list available and notify material new subprocessors by email, Platform, or legal center. Customer may object on reasonable data-protection grounds within ten (10) days; the parties will seek an alternative. If none is reasonable, either may terminate the affected component, with prorated refund where applicable.

B.9 Transfers. For EEA Personal Data transferred to Funnelchat in a country without an adequacy decision, the European Commission 2021/914 Standard Contractual Clauses are incorporated by reference: Module 2 where Customer is controller and Funnelchat processor, and Module 3 where Customer is processor and Funnelchat subprocessor. Clause 7 applies; Clause 9 uses Option 2 with the B.8 notice period; the Clause 11 option does not apply; Clause 17 uses Option 1 and Irish law; and Clause 18 selects Irish courts. For Annex I, exporter is the Customer identified in the Account or Service Order, importer is Funnelchat LLC, and activities, data categories, continuous frequency, and duration are in B.2; the competent authority is determined under SCC Clause 13. Annex II comprises B.5 and the published technical and organizational measures; Annex III is the current subprocessor list. The current International Data Transfer Addendum applies to the United Kingdom, and the SCCs are adapted for Swiss law. Transfers from Brazil, Colombia, Mexico, Peru, Argentina, Chile, Uruguay, and Ecuador will use contracts, authorizations, and safeguards recognized by local law. The SCCs prevail over conflicting DPA terms.

B.10 CCPA and U.S. state laws. Funnelchat acts as service provider/contractor for Customer Personal Information; will not sell or share it for cross-context behavioral advertising; will not retain, use, or disclose outside the Agreement's specified business purposes; will not combine except as legally authorized; will assist requests; will notify if it cannot comply; and will permit reasonable steps to stop unauthorized use.

B.11 Deletion and return. Upon termination, Funnelchat returns or permits export and deletes Personal Data under Section 26, unless legally retained. Backups are deleted on ordinary cycles and remain protected.

B.12 Audit. On reasonable request no more than annually, Funnelchat provides reasonable information, certifications, or questionnaires. If insufficient and law requires an audit, it permits an independent audit under confidentiality and agreed scope, without access to other customers or security impact. Customer bears cost absent proven material breach.

B.13 Government requests. Funnelchat will assess legality, limit disclosure, and notify Customer where permitted. It will not provide voluntary indiscriminate or mass access.

B.14 Priority and third parties. This DPA controls processing conflicts. Data subjects may exercise rights granted by law or SCCs without becoming general Agreement beneficiaries.