Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Meritly. Please read Sections 6 (Your compliance obligations), 12 (Disclaimers), 13 (Limitation of liability), and 14 (Indemnification) carefully — they allocate legal risk and are especially important for a tool that sends automated messages on your behalf. The bracketed details (legal entity, governing law, and venue) must be completed before publication.

1. Agreement & definitions

These Terms govern your access to and use of the Meritly website, dashboard, AI receptionist, and embeddable chat widget (together, the “Service”), operated by [Legal Entity Name](“Meritly”, “we”, “us”). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you use the Service on behalf of an organization, you represent that you are authorized to bind it, and “you” or “Customer” means that organization.

“Customer Data” means data you or your End Users submit to or generate through the Service, including leads, contacts, conversations, and uploaded content. “End User” means a person who interacts with the Service through your configuration (for example, a lead who chats with your widget).

2. Eligibility & accounts

You must be at least 18 years old and able to form a binding contract. You are responsible for the accuracy of your account information, for maintaining the security of your login, and for all activity under your account. Notify us promptly of any unauthorized use. The Service is intended for business use.

3. The Service

The Service lets you deploy an AI assistant that captures and qualifies leads, and that sends follow-up messages across channels such as website chat, WhatsApp, SMS, and email, according to your configuration. Features may change over time. We do not guarantee any particular result, response rate, deliverability, or business outcome.

4. Free trial, plans & billing

We may offer a free trial (for example, a limited number of leads) without requiring a payment method. Paid plans, prices, usage limits, and billing terms — including renewal, taxes, and refunds — are as described at sign-up or on our pricing page and are incorporated by reference. Unless stated otherwise, fees are non-refundable except as required by law, and we may change prices on prospective notice. [Confirm billing terms, payment processor, renewal, and refund policy before enabling paid plans.]

5. Acceptable use

You agree not to, and not to permit anyone to:

• use the Service to send spam, or unlawful, deceptive, harassing, or harmful messages;
• contact people who have not provided any legally required consent, or who have opted out;
• upload or process content you do not have the right to use, or that infringes others' rights;
• use the Service for prohibited categories (for example, unlawful, adult, or high-risk regulated content that violates a channel provider's policies);
• attempt to reverse engineer, disrupt, overload, probe, or gain unauthorized access to the Service or its infrastructure;
• resell or provide the Service to third parties except as expressly permitted; or
• use the Service to build a competing product or to train a competing model.

6. Your compliance obligations (outreach & data)

You are solely responsible for your use of the Service and for the messages sent through it. Because the Service sends communications on your behalf, you represent, warrant, and agree that:

• you have obtained and will maintain all consents, permissions, and lawful bases required to contact each End User on each channel, and to collect and process their data, including under applicable marketing, telemarketing, e-privacy, and messaging laws (for example, the US TCPA and CAN-SPAM Act, the EU/UK GDPR and ePrivacy rules, CASL, and equivalent local laws);
• you will comply with the terms and messaging policies of the underlying channel providers (including WhatsApp Business messaging policies, SMS carrier and 10DLC/A2P requirements, and email sender requirements), including opt-in, identification, and opt-out obligations;
• you will honor opt-out, unsubscribe, and do-not-contact requests promptly, and will not use the Service to circumvent them;
• you will provide End Users with any legally required notices (including your own privacy notice) and disclose, where required, that they are interacting with an automated system;
• you will not submit sensitive, special-category, or regulated data unless you have a lawful basis and appropriate safeguards; and
• as the controller of Customer Data, you are responsible for its accuracy, legality, and for responding to End User privacy requests.

You are responsible for determining whether the Service is appropriate for your use case and jurisdiction. We may suspend or limit use we reasonably believe violates this Section or creates legal or security risk.

7. AI features & no professional advice

The Service uses artificial intelligence, including third-party models. AI output — including replies, summaries, lead scores, and recommendations — may be inaccurate, incomplete, or unsuitable, and can produce results that appear plausible but are wrong. You are responsible for reviewing output before relying on it and for any decision you make. The Service does not provide legal, financial, medical, or other professional advice, and AI output is not a substitute for professional judgment. You should maintain appropriate human oversight, particularly for decisions that significantly affect individuals.

8. Customer Data & privacy

As between the parties, you own Customer Data. You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the Service and as instructed by you. Our handling of personal information is described in our Privacy Policy. Where we process personal data on your behalf as a processor, that processing is governed by these Terms and our Data Processing Agreement, which controls in the event of a conflict on data-protection matters.

9. Third-party services

The Service relies on third-party providers (including AI, messaging, email, database, and hosting providers such as OpenAI, Anthropic, ElevenLabs, Twilio, Resend, Supabase, Railway, and Vercel). Your use may be subject to those providers' terms, and their availability and performance are outside our control. We are not responsible for third-party services, and links or integrations do not imply endorsement.

10. Intellectual property & license

We and our licensors own all rights in the Service, including its software, models, look-and-feel, and trademarks. Subject to these Terms and any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term. We reserve all rights not expressly granted. If you give us feedback, we may use it without restriction or obligation to you.

11. Confidentiality

Each party may access the other's non-public information in connection with the Service. Each party agrees to protect the other's confidential information with reasonable care and to use it only as needed to perform under these Terms, except where disclosure is required by law. This Section does not limit our processing of Customer Data as described in the Privacy Policy and any DPA.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT MESSAGES WILL BE DELIVERED, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100). THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

14. Indemnification

You will defend, indemnify, and hold harmless Meritly and its officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Data or content; (b) your messages and outreach, including any lack of required consent or violation of marketing, messaging, privacy, or telecommunications laws or channel-provider policies; (c) your use of the Service in violation of these Terms or applicable law; or (d) your infringement or misappropriation of any third-party right.

15. Term & termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate access if you breach these Terms, fail to pay, or create legal or security risk, and we may discontinue the Service on reasonable notice. On termination, your right to use the Service ends; we will make Customer Data available for export or delete it as described in the Privacy Policy and any DPA, subject to legal retention and backup cycles. Sections that by their nature should survive (including 6, 8, 10–14, and 17) survive termination.

16. Changes to the Service or Terms

We may modify the Service and these Terms from time to time. If we make material changes to these Terms, we will update the “Last updated” date and, where appropriate, provide additional notice. Your continued use after changes take effect constitutes acceptance. If you do not agree, stop using the Service.

17. Governing law & disputes

These Terms are governed by the laws of [Governing law jurisdiction], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [Venue / courts], except that either party may seek injunctive relief in any court of competent jurisdiction. [If you intend to require arbitration or a class-action waiver, add a clearly disclosed, jurisdiction-appropriate clause here after legal review.] Nothing in these Terms limits any consumer rights that cannot be waived under applicable law.

18. Miscellaneous

These Terms, together with the Privacy Policy and any DPA or order terms, are the entire agreement between the parties regarding the Service. If any provision is unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. We are not liable for delays or failures caused by events beyond our reasonable control.

19. Contact

Questions about these Terms? Contact us at hello@meritly.dev or [Legal Entity Name, Registered business address].