TERMS OF SERVICE
CitaChat LLC

These Terms and Conditions (the "Terms") govern the access, registration, and use of the CitaChat technology platform (the "Platform" or the "Service"), operated by CitaChat LLC, a limited liability company incorporated under the laws of the United States of America, with registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (hereinafter, "CitaChat", "we", "us" or "our").

By accessing, registering, or using the Platform, you declare that you have read, understood, and expressly and bindingly accepted these Terms. If you are acting on behalf of a legal entity, you declare that you have sufficient authority to legally bind it.

1. NATURE OF THE SERVICE

CitaChat is a B2B SaaS (Software as a Service) platform that allows organizations to manage customer communications, automate conversations through proprietary artificial intelligence, integrate messaging channels (including WhatsApp Business API, Instagram, and web widget), and manage schedules, appointments, and commercial or customer service flows.

CitaChat operates as a verified technology provider by Meta Platforms Inc. for the use of the WhatsApp Business API, and adheres at all times to Meta's usage policies, including the WhatsApp Commerce Policy and the Meta Platform Terms of Service.

CitaChat reserves the right to modify, update, expand, or remove functionalities of the Service at any time.

2. ELIGIBILITY AND REGISTRATION

The Service is intended exclusively for adults and legally constituted companies. The User guarantees that:

• (a) they have the legal capacity to contract;
• (b) the information provided during registration is true, complete, and updated;
• (c) they will use the Platform in accordance with applicable law, these Terms, and Meta Platforms Inc. policies; and
• (d) they have the necessary legal authorizations to process the personal data of their end customers through the Platform.

CitaChat may reject registration requests, suspend, or cancel accounts when it deems necessary to protect the Platform, other users, or for regulatory compliance.

3. ACCOUNT AND SECURITY

The User is responsible for:

• (a) maintaining the confidentiality of their credentials;
• (b) all activity performed from their account; and
• (c) immediately notifying any unauthorized use to soporte@citachat.co.

CitaChat will not be responsible for improper access derived from User negligence.

4. ACCEPTABLE USE AND META COMPLIANCE

The User agrees not to use the Platform for:

• (a) illegal, fraudulent, or deceptive activities;
• (b) sending spam, unsolicited mass messages, or campaigns that violate the WhatsApp Business Messaging Policy;
• (c) infringing on third-party intellectual property rights;
• (d) transmitting illicit, offensive, discriminatory, or violent content;
• (e) marketing goods or services prohibited by Meta Platforms Inc. or by applicable law, including without limitation: weapons, controlled substances, non-permitted adult content, unauthorized financial services;
• (f) collecting WhatsApp user data in an unauthorized manner or contrary to Meta's Terms of Service;
• (g) any use that may compromise the reputation or verified provider status of CitaChat with Meta Platforms Inc.

Failure to comply may result in the immediate suspension or cancellation of the Service, and notification to Meta Platforms Inc. when applicable.

5. ARTIFICIAL INTELLIGENCE AND PROPRIETARY TECHNOLOGY DEVELOPMENT

5.1 AI Capabilities

The Platform includes artificial intelligence functionalities developed and operated by CitaChat, configurable by the User. The User acknowledges that:

• (a) AI is not infallible and may generate inaccurate responses;
• (b) they must supervise and validate responses before use in critical contexts;
• (c) they are responsible for the uploaded content, configurations, prompts, and knowledge bases;
• (d) CitaChat does not guarantee commercial, legal, or financial results derived from the use of AI.

5.2 Proprietary AI Agent Development

CitaChat has as a strategic objective the development of a proprietary conversational sales agent ("the Agent"), trained with interaction data from the Platform under anonymization procedures. The User expressly authorizes CitaChat to use anonymized or aggregated interaction data for:

• Research and development of proprietary AI models.
• Improvement of response quality, lead qualification accuracy, and scheduling effectiveness.
• Building sector-specific vertical intelligence (automotive, healthcare, real estate, etc.).

This authorization is subject to the guarantees described in the Privacy Policy §6 and the DPA §5. The User may object to this purpose without affecting access to the base Service.

5.3

The AI Service is provided "as is" and "as available".

6. DATA, ACCESS, AND INFORMATION PROCESSING

6.1 Ownership and use of data

Data uploaded by the User and interactions generated through the Platform are the property of the User with respect to their identifiable content. However, the User grants CitaChat a broad, non-exclusive, and global license to access, store, process, analyze, and use such data to the extent necessary to:

• (a) provide the Service;
• (b) improve, develop, and optimize proprietary AI models and Platform functionalities, in accordance with §5.2 and the Privacy Policy §6;
• (c) comply with legal obligations;
• (d) ensure security, auditing, support, and fraud prevention.

6.2 Role of the parties

The User acts as the Data Controller of the personal data of their end customers. CitaChat acts as the Data Processor, in accordance with applicable data protection regulations, and as Controller with respect to aggregated/anonymized use for R&D.

6.3 Security

CitaChat implements administrative, technical, and organizational measures in accordance with international information security standards. However, the User acknowledges that no system is completely infallible.

6.4 Government requests

CitaChat has internal procedures for the review, documentation, and potential challenge of data access requests from public authorities, as described in the Privacy Policy §12. CitaChat will notify the User of such requests to the extent permitted by law.

7. SUBPROCESSORS

CitaChat may use technology providers and subprocessors (including cloud services, messaging, analytics, and artificial intelligence), national or international. The User expressly authorizes such use. CitaChat will continue to be responsible to the User in accordance with these Terms and will maintain an updated list of subprocessors available upon request to soporte@citachat.co.

8. META PLATFORMS INC. COMPLIANCE

8.1 The User acknowledges that the use of WhatsApp Business API through CitaChat is subject to the Meta Platform Terms of Service, the WhatsApp Commerce Policy, and other applicable Meta Platforms Inc. policies.

8.2 The User is responsible for obtaining adequate consent from their end customers to receive communications through WhatsApp in accordance with Meta's policies and applicable law.

8.3 CitaChat may suspend the User's access to WhatsApp functionalities if it determines that the User is in violation of Meta's policies, even if the rest of the Service remains active.

8.4 CitaChat will cooperate with Meta Platforms Inc. in investigations regarding misuse of the API, to the extent required by the BSP agreement conditions and applicable law.

9. SUBSCRIPTION, BILLING, AND SUSPENSION

The Service is provided under a monthly subscription scheme. Failure to pay on time entitles CitaChat to suspend or cancel access to the Service, without any liability.

Third-party costs (including, where applicable, WhatsApp Business API fees or other providers) will be communicated to the User in advance.

10. INTELLECTUAL PROPERTY

The Platform, its code, design, architecture, algorithms, AI models, trademarks, and developments are the exclusive property of CitaChat. AI models developed with aggregated and anonymized data from the Platform are the exclusive property of CitaChat. The User receives a limited, revocable, non-transferable, and non-sublicensable license to use the Service during the term of the subscription.

11. CONFIDENTIALITY

The parties agree to maintain the confidentiality of all non-public information they access in connection with the Service, except as required by law. In case of a legal requirement, the procedure described in the Privacy Policy §12 shall apply.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law, CitaChat shall not be liable for:

• (a) indirect, incidental, consequential damages or loss of profits;
• (b) Service interruptions caused by third parties, including Meta Platforms Inc.;
• (c) decisions made by the User based on AI responses;
• (d) failures of external integrations;
• (e) suspensions of WhatsApp Business API access ordered by Meta Platforms Inc. due to User conduct.

CitaChat's total liability shall not exceed the amount actually paid by the User in the twelve (12) months preceding the event giving rise to the claim.

13. INDEMNITY

The User agrees to indemnify and hold CitaChat harmless from any claim arising from:

• (a) improper use of the Platform;
• (b) violation of the law, third-party rights, or Meta policies;
• (c) content uploaded or sent through the Service;
• (d) failure to obtain consent from their end customers.

14. TERMINATION

CitaChat may terminate the Service at any time for breach of these Terms, violation of Meta policies, or for operational, legal, or security reasons. Upon termination, access will be revoked and the User's data may be exported within a 30-day period before deletion.

15. MODIFICATIONS

CitaChat may modify these Terms at any time. Material changes will be notified to the User at least 15 days in advance via email or notice on the Platform. Continued use of the Service constitutes acceptance of the modified Terms.

16. APPLICABLE LAW AND JURISDICTION

These Terms are governed by the laws of the State of Delaware, United States of America. Any controversy will be submitted to the exclusive jurisdiction of the competent courts of said State.

17. CONTACT

For any legal inquiries or support:

Email: soporte@citachat.co
Phone: +57 311 635 4428
Address: 16192 Coastal Highway, Lewes, Delaware 19958

By using CitaChat, you fully accept these Terms and Conditions.

CitaChat LLC — soporte@citachat.co — citachat.co