Terms of Use

1. Who we are and who these terms are for#

These Terms of Use are an agreement between Officely AI LLC, a Delaware limited liability company ("Officely", "we"), and the business that creates an account ("Customer", "you"). By creating an account, clicking to accept, or using the service, you agree to these terms on behalf of your business, and you confirm you have authority to do so.

Officely is for business use only. You must be at least 18. Consumers may not open accounts.

These terms include, by reference, our AI & Acceptable Use Policy, our Data Processing Addendum and our Privacy Policy. If they conflict, the DPA controls on personal data, the AI & Acceptable Use Policy controls on how the service may be used, and these terms control on everything else.

Key terms

2. The service#

Officely lets you build automated conversations for your business and run them on the channels you connect:

• Chat Builder: scripted chatbots built from steps such as messages, buttons, questions, filters and webhooks.
• AI Flows: flows of AI agents that read messages, look up your knowledge and data, and write replies.
• Channels: WhatsApp (through Meta's official Cloud API or by connecting your own number), a website chat widget, Zendesk and Intercom.
• API and webhooks: programmatic access to send messages, run flows and receive events.

AI models. Officely runs AI models from third-party providers (such as OpenAI, Anthropic and Google) on its own accounts. You don't need your own AI keys. The models available may change over time. We'll keep comparable models available or tell you before removing a model your live flows use.

Agents and automation tools. If you connect an AI agent, coding assistant or other tool to your account (for example through the API or an MCP connection), it acts on your behalf. You're responsible for what it does with your credentials, and for reviewing its changes before you publish them.

We may add, change or retire features. If we remove a feature you materially rely on, we'll give at least 30 days' notice where we reasonably can. Features marked beta are provided as they are, may change without notice and aren't covered by any service commitment.

3. Accounts and access#

You're responsible for your account and everything done through it, including by your team members and by tools you connect. Keep passwords, login methods and API keys secret, give team members only the access they need, and tell us at once at security@officely.ai if you think your account or a key has been compromised. We may rotate or revoke a key we believe is exposed.

Your own OpenAI assistant. One feature lets you connect an assistant from your own OpenAI account using your own OpenAI key. When you use it, your own agreement with OpenAI governs that processing, OpenAI's charges are billed to you by OpenAI, and you must follow OpenAI's usage policies. OpenAI changes that feature independently of us, and we can't guarantee it keeps working.

We may suspend access that we reasonably believe threatens the security of the service or other customers. We'll tell you why and restore access once the risk is resolved.

4. Your responsibilities toward your end users#

You decide who your bots and AI flows talk to and what they say. For your end users, you are the controller of their personal data and Officely processes it for you under the DPA. You must:

1. Have a legal basis and the consents you need before collecting or messaging anyone, including opt-in before messaging them on WhatsApp, and honor every opt-out promptly.
2. Publish your own privacy notice that tells end users how their data is used, including that you use Officely and AI.
3. Tell end users they're talking to AI. Officely shows an AI disclosure by default in AI conversations. Don't remove or hide it, and don't present AI Output as written by a person.
4. Offer a way to reach a person. Every bot must give end users a clear way to reach a human (a handoff in chat, a phone number, an email or a form).
5. Don't collect sensitive data you don't need. Never ask end users for full card numbers, bank account numbers, national ID numbers or passwords in a conversation. Don't process health, biometric or other special-category data unless the law allows it and you've agreed it with us in writing.
6. Follow the AI & Acceptable Use Policy and every law that applies to you, including privacy, consumer protection, anti-spam and marketing laws.

You're responsible for the content of your flows, prompts, knowledge files and messages, and for checking that your bots behave as intended before you publish them.

5. WhatsApp and other channels#

Third-party platforms decide their own rules. Channels are run by third parties, not by Officely. Your use of each channel is also governed by that platform's terms and policies, which can change at any time. Officely isn't responsible for a platform's decisions, including blocks, bans, quality ratings, messaging limits, template rejections, price changes or outages.

Official WhatsApp (Meta Cloud API). When you connect WhatsApp through Meta's official API you must follow the WhatsApp Business Messaging Policy, the WhatsApp Business Terms, the Meta Commerce Policy and the Meta Platform Terms for WhatsApp Business. In particular:

• Your bots must serve your own business (support, sales, bookings, updates). Meta doesn't allow general-purpose AI assistants on the WhatsApp Business Platform.
• Outside the 24-hour customer service window you may only send approved templates.
• Meta may restrict or disable your account or number at its discretion. Officely may have to share information with Meta about your use, and may suspend a connection Meta asks us to stop.
• Meta charges for messages according to its own price list. Meta bills you directly unless we tell you otherwise in writing.
• Don't resell WhatsApp access through Officely or use Meta's trademarks as if you were endorsed.

Connecting your own number with a QR code (Green API). This optional connection links a regular WhatsApp or WhatsApp Business app number to Officely through a third-party provider, Green API. You should know before you use it that:

• It isn't an official WhatsApp API and isn't approved or supported by Meta.
• WhatsApp's terms prohibit unapproved apps and automated messaging on regular accounts. WhatsApp may block or ban the number at any time, including permanently, and the number may not be recoverable.
• It has no service level, can stop working without notice when WhatsApp or Green API changes something, and we may discontinue it.
• You choose to use it at your own risk. Officely isn't liable for any loss caused by a block, ban or outage of a number connected this way, and you'll compensate Officely for claims arising from your use of it.

We recommend the official API for any number your business depends on.

Zendesk, Intercom and other integrations. When you connect a third-party service, you authorize Officely to exchange data with it on your behalf. Your agreement with that provider governs its handling of the data.

6. AI features#

AI can be wrong. AI Output is generated automatically and can be inaccurate, incomplete, out of date or inappropriate, even when it sounds confident. It may also be similar to output given to others. Test your AI flows before publishing, monitor them, and have a person review AI Output before you rely on it for anything consequential.

Not professional advice. AI Output isn't legal, medical, financial, tax or other professional advice, and must not be used to make decisions with legal or similarly significant effects on people (such as credit, employment, insurance or access to essential services) without meaningful human review.

Your data isn't used to train AI models. Officely does not use your Customer Data, or your end users' messages, to train or improve its own or any third party's general AI models, and our contracts with AI model providers prohibit them from doing so. We don't use data received through WhatsApp to train or improve AI models. We may use aggregated, de-identified usage statistics (for example, how many steps a flow has or how long a model takes to respond) to run and improve the service.

Model providers. AI processing is carried out by the providers named in our sub-processor list. You must also follow the usage policies of the model providers whose models your flows use.

Ownership of AI Output. As between you and Officely, you own the AI Output your flows produce, to the extent any rights exist in it. We don't promise that AI Output is protectable or doesn't infringe someone else's rights.

7. Plans, fees and payment#

Plans. Your plan, its limits (such as conversations and AI conversations per month) and its price are shown on our pricing page and in Billing at the time you subscribe. Usage above your plan's included amount is charged at the rates shown there.

Payment. Paid plans are billed in advance, monthly or yearly, through our payment processor (Stripe) or another method we agree with you. You authorize us to charge your payment method on each renewal and for usage. Prices exclude taxes, which you pay where applicable. Meta's WhatsApp message fees are separate from our fees.

Renewal and cancellation. Subscriptions renew automatically for the same period until you cancel. You can cancel at any time in Billing; cancellation takes effect at the end of the current paid period and you keep access until then.

Refunds. Fees are non-refundable, except where the law requires otherwise or we tell you otherwise in writing.

Changes to prices, plans and billing options. We decide which plans, prices, limits and billing periods we offer, and we may change them at any time. For example, we may raise or lower prices, change what a plan includes, stop offering a plan, or stop offering monthly billing and offer only yearly billing. For new customers, changes apply as soon as we publish them. For an existing paid subscription, a change applies from your next renewal after at least 30 days' notice. If you don't accept it, you can cancel before it takes effect. If we stop offering your plan or billing period, we may move you at renewal to the closest plan or period we still offer, after the same notice.

Availability and capacity. We may limit, pause or stop new sign-ups, new subscriptions, upgrades or particular plans, for example to protect performance, during high demand, or while we change our offering, and we may use a waiting list. We may also apply reasonable usage limits during periods of heavy load to keep the service working for all customers.

Late payment. If a payment fails, we'll tell you and retry. If it's still unpaid 14 days after our notice, we may limit or suspend paid features until it's paid. Your data stays available for export during suspension.

8. Your data and our platform#

You own your Customer Data. You give Officely a limited licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the service for you, as described in the DPA. You confirm you have the rights and permissions needed for everything you upload or connect, including website content you ask us to read and files you add to a knowledge base.

Usage data. We may collect technical and usage data about how the service is used (for example, performance, errors and feature usage) and use it in aggregated and de-identified form to operate, secure and improve the service. It won't identify you or your end users.

Our platform. Officely and its licensors own the service, its software, design and documentation. We give you a non-exclusive, non-transferable right to use the service during your subscription under these terms. You may not:

• copy, resell or sublicense the service, or offer it to others as your own product, without our written agreement;
• reverse engineer it or try to access its source code, except where the law permits;
• use it to build a competing product, or scrape it;
• bypass usage limits, security or access controls, or test its security without our written permission;
• use it in a way that breaks the AI & Acceptable Use Policy.

Feedback. If you send us suggestions, we may use them without obligation to you.

9. Confidentiality, suspension and ending the agreement#

Confidentiality. Each of us will keep the other's non-public business information confidential, use it only for this agreement, and share it only with people who need it and are bound by similar duties. This doesn't apply to information that is public, already known, independently developed, or that the law requires us to disclose (with notice where allowed).

Suspension. We may suspend all or part of the service immediately if your use: breaks the law or the AI & Acceptable Use Policy; puts the service, other customers or end users at risk; or causes a platform such as Meta to act against Officely. Otherwise we'll give notice and a chance to fix the issue first. We'll limit a suspension to what's needed and lift it once the issue is resolved.

Ending the agreement. You can stop using Officely at any time by cancelling your subscription and closing your account. Either of us may end the agreement if the other materially breaches it and doesn't fix the breach within 30 days of notice. We may end free accounts that have been inactive for 12 months, after giving notice.

Our right to decline or end service. We may decline to open an account, accept a subscription or upgrade, or reactivate a cancelled account, at our discretion. This includes customers whose account we previously ended or who repeatedly subscribe and cancel. We may also end the agreement for any reason by giving you at least 30 days' notice. If we do, you keep access until the end of the notice period and we refund any prepaid fees for the unused part of your subscription after that date. This doesn't limit our right to suspend or end the service for a breach as described above.

Your data when it ends. For 30 days after your account closes you can export your Customer Data (or ask us to). After that we delete it within the period set out in the DPA, except where the law requires us to keep it (for example, invoices). Sections that by their nature should survive termination, such as payment, liability and governing law, continue to apply.

10. Warranties, indemnities and liability#

What we promise. We'll provide the service with reasonable skill and care, and protect Customer Data with the security measures described in the DPA. Apart from that, and to the extent the law allows, the service, AI Output, beta features and third-party channels are provided "as is" and "as available", without other warranties, express or implied, including that the service will be uninterrupted or error-free, or that AI Output will be accurate.

Your indemnity. You'll defend and compensate Officely against third-party claims, and the related fines and reasonable costs, that arise from: your Customer Data or content; your messages to end users, including messages sent without the required consent; your breach of these terms, the AI & Acceptable Use Policy or a platform's policies; or your use of a number connected by QR code (Green API).

Our indemnity. We'll defend and compensate you against third-party claims that the service, as we provide it, infringes their intellectual property, and pay the resulting damages and reasonable costs. This doesn't cover claims caused by your content, by AI Output, by combinations with things we didn't provide, or by changes you made. If such a claim arises we may modify the service, get you the right to keep using it, or end the affected part and refund prepaid fees for it.

Limits. To the extent the law allows:

• Neither of us is liable for indirect or consequential losses, or for lost profits, revenue, goodwill or data, even if we were told they were possible.
• Each party's total liability under this agreement is limited to the fees you paid Officely in the 12 months before the event that caused the claim.
• These limits don't apply to your payment obligations, to either party's indemnity obligations, to breach of confidentiality, or to liability that can't be limited by law.

11. Changes, law and general terms#

Changes to these terms. We may update these terms. For material changes we'll give at least 30 days' notice by email or in the product before they take effect. If you don't agree, you can cancel before then. Continuing to use the service after that date means you accept the changes.

Governing law. These terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, except that either party may seek urgent relief in any competent court.

Force majeure. Neither of us is liable for delays caused by events beyond reasonable control, including outages or policy changes at messaging platforms, AI model providers or cloud providers.

General. You may not transfer this agreement without our consent. We may transfer it to an affiliate or in a merger or sale. If a provision is unenforceable, the rest stays in force. Not enforcing a right isn't a waiver. You must comply with export control and sanctions laws. These terms, with the documents they reference and any order form, are the entire agreement between us on this subject.

Contact. Officely AI LLC. Legal: legal@officely.ai · Privacy: privacy@officely.ai · Security: security@officely.ai