Terms & Conditions
Last updated: January 15, 2025 · Effective: January 15, 2025
1. Acceptance of Terms
By accessing or using the ChatLoop HQ platform, API, or any related services (collectively, the "Service") provided by ChatLoop HQ, Inc. ("ChatLoop HQ", "we", "us", or "our"), you agree to be legally bound by these Terms and Conditions ("Terms") and our Privacy Policy.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Service.
We may update these Terms at any time. Material changes will be communicated via email or in-app notification at least 14 days before taking effect. Continued use after the effective date constitutes acceptance.
2. Eligibility
You must:
- Be at least 18 years of age.
- Have the legal capacity to enter a binding contract in your jurisdiction.
- Not be a person barred from receiving services under applicable law.
- Not be located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country.
3. Account Registration
To access the Service you must register for an account. You agree to:
- Provide accurate, current, and complete registration information.
- Maintain and promptly update your account information.
- Keep your password and API keys confidential and not share them with any third party.
- Notify us immediately at [email protected] of any unauthorized access to your account.
- Accept full responsibility for all activity that occurs under your account.
ChatLoop HQ reserves the right to suspend or terminate accounts that provide false information or violate these Terms.
4. Description of Service
ChatLoop HQ provides an API platform that enables authorized users to send and receive WhatsApp messages, manage sessions, configure webhooks, and integrate messaging functionality into their own applications via HTTP requests.
The Service is provided on an "as-is" and "as-available" basis. We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice.
5. Acceptable Use Policy
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to use the Service to:
- Send spam, unsolicited bulk messages, or messages to recipients who have not consented to receive communications from you.
- Distribute malware, viruses, phishing content, or any malicious code.
- Harass, abuse, threaten, or harm any individual or group.
- Violate any applicable local, state, national, or international law or regulation, including but not limited to CAN-SPAM, GDPR, CCPA, and TCPA.
- Impersonate any person or entity, or falsely misrepresent your affiliation with a person or entity.
- Scrape, harvest, or collect personal data of WhatsApp users without their consent.
- Attempt to reverse engineer, decompile, or circumvent the security of the Service or WhatsApp's platform.
- Engage in any activity that disrupts, degrades, or interferes with the Service or its underlying infrastructure.
- Send content that is illegal, defamatory, obscene, or infringes any third-party intellectual property rights.
- Use the Service for cryptocurrency fraud, Ponzi schemes, pyramid schemes, or any other deceptive commercial practices.
Violation of this Acceptable Use Policy may result in immediate account suspension or termination without refund.
6. WhatsApp Policy Compliance
Our Service interacts with WhatsApp's platform. You acknowledge and agree that:
- You are solely responsible for your compliance with WhatsApp's Terms of Service and Acceptable Use Policy.
- ChatLoop HQ makes no warranty that the Service is authorized or sanctioned by WhatsApp LLC or Meta Platforms, Inc.
- Your WhatsApp account may be suspended or banned by WhatsApp at their sole discretion. ChatLoop HQ is not liable for any such action.
- You will not use the Service in any way that violates WhatsApp's platform policies, including its prohibitions on automated or bulk messaging without proper authorization.
7. API Keys & Rate Limits
Upon registration you will be issued API keys for accessing the Service. You agree to:
- Treat API keys as confidential credentials. Never expose them in public repositories or client-side code.
- Rotate keys immediately if you suspect they have been compromised.
- Respect the rate limits associated with your subscription plan. Sustained overages may result in throttling or temporary suspension.
- Not attempt to circumvent rate limits through multiple accounts or technical means.
8. Subscription Plans, Billing & Refunds
8.1 Plans and Pricing
ChatLoop HQ offers free and paid subscription plans. Paid plans are billed monthly or annually in advance. Prices are listed on our pricing page and are subject to change with 30 days' notice.
8.2 Payment
All payments are processed securely by our third-party payment processors. By providing payment information, you authorize us to charge the applicable fees. Failure to pay may result in suspension of your account.
8.3 Refunds
Payments are generally non-refundable. However, if you experience a material service failure attributable to ChatLoop HQ and notify us within 7 days of the incident, we will assess your eligibility for a pro-rated credit. We do not provide refunds for partial months or unused API calls.
8.4 Cancellation
You may cancel your subscription at any time via the dashboard. Your account will remain active until the end of the current billing period. We do not charge cancellation fees.
9. Intellectual Property
All content, software, trademarks, and technology comprising the Service are owned by or licensed to ChatLoop HQ. These Terms do not grant you any ownership rights. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely as described in these Terms.
You retain ownership of any content or data you transmit through the Service. By using the Service, you grant ChatLoop HQ a limited license to process your data solely to provide the Service.
10. Confidentiality
Each party agrees to keep the other's confidential information secret and not disclose it to third parties except as necessary to provide the Service or as required by law. This obligation survives termination of these Terms for a period of 3 years.
11. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CHATLOOPHQ DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHATLOOPHQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE.
IN NO EVENT SHALL CHATLOOPHQ'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 3 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).
13. Indemnification
You agree to indemnify, defend, and hold harmless ChatLoop HQ and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property rights; or (d) any claim that your content caused damage to a third party.
14. Service Level Agreement (SLA)
For paid plans, we target 99.9% monthly uptime for the API platform, excluding scheduled maintenance and circumstances beyond our reasonable control (force majeure). In the event of downtime exceeding our SLA target, eligible customers may request service credits as follows:
- 99.0%–99.9% uptime: 10% service credit
- 95.0%–99.0% uptime: 25% service credit
- Below 95.0% uptime: 50% service credit
Credits are applied to the following billing cycle and are your sole remedy for service unavailability.
15. Termination
Either party may terminate these Terms at any time. We may suspend or terminate your access to the Service immediately, without notice, if:
- You breach any provision of these Terms.
- We are required to do so by law or a competent authority.
- Continued provision of the Service is no longer commercially viable.
Upon termination, your right to use the Service ceases immediately. Sections 9, 10, 11, 12, 13, and 17 survive termination.
16. Governing Law & Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law provisions.
Any dispute arising from or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA) in San Francisco, California. Class action suits are expressly waived.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
17. General Provisions
- Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and ChatLoop HQ regarding the Service.
- Severability: If any provision is found unenforceable, the remaining provisions will continue in full force and effect.
- Waiver: Failure to enforce any right or provision shall not constitute a waiver.
- Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights freely.
- Force Majeure: ChatLoop HQ is not liable for failures caused by events outside our reasonable control, including natural disasters, internet outages, or third-party platform changes.
18. Contact Information
For questions about these Terms, please contact us:
ChatLoop HQ / Botiva Systems
📍 40, Fetuga Str, Bariga, Lagos, Nigeria
