PingRepli Terms of Service

These Terms of Service (the "Terms") govern your access to and use of PingRepli, a product of IdThrivo Technology Sdn Bhd (1210868-T) ("PingRepli", "we", "us", or "our"), including our websites, web applications, dashboards, AI customer service agents, chat widgets, WhatsApp integrations, Meta integrations, APIs, webhooks, automation tools, and related services (collectively, the "Services").

By creating an account, accessing, connecting, integrating, or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

1. Eligibility and Account Responsibility

• You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Services.
• If you use the Services on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms.
• You are responsible for maintaining the confidentiality of your login credentials, API keys, integration tokens, Meta tokens, WhatsApp credentials, and account access.
• You are responsible for all activity that occurs under your account, including actions by your employees, contractors, agents, invited users, and authorized representatives.
• You agree to provide accurate, current, and complete information and to keep your account, business, contact, and billing details updated.
• You must notify us promptly if you suspect unauthorized access, credential leakage, token misuse, or other security issues.

2. Description of the Services

PingRepli provides a cloud-based AI customer service and engagement platform. The Services may include:

• AI customer service agents and automated replies
• Website chat widgets and public chat pages
• WhatsApp Business Platform and Meta-related integrations
• Lead capture, inbox, handoff, assignment, tagging, and notes
• Conversation workflows, quick replies, and automation rules
• Knowledge base, FAQ, RAG, and AI response configuration
• Analytics, reporting, logs, and usage tracking
• APIs, webhooks, embed scripts, and third-party integrations
• Subscription, billing, plan, and account management tools

We may enhance, modify, suspend, or discontinue any feature or component of the Services at our discretion. Where changes materially affect active paid usage, we will endeavour to provide reasonable notice where practicable.

3. Account Registration and Access

• Some features require registration, login, business verification, email verification, or supported authentication methods.
• You are responsible for managing users, roles, permissions, invited team members, connected channels, and account-level security settings.
• We may suspend or restrict access if we reasonably suspect breach of these Terms, non-payment, security risk, unauthorized use, unlawful activity, platform abuse, or violation of third-party platform rules.

4. Plans, Fees, and Billing

Access to certain features may require a paid subscription, usage credits, paid plan, add-on, or usage-based pricing. Specific plan details, quotas, feature limits, and pricing are shown on our website, dashboard, invoice, checkout page, or applicable order form.

• Billing Cycle: Unless stated otherwise, subscriptions are billed in advance on a monthly or yearly basis and may renew automatically.
• Authorization: By providing a payment method, you authorize us and our payment processor to charge applicable fees, taxes, subscription charges, usage fees, and overage amounts.
• Taxes: You are responsible for applicable taxes, levies, duties, and government charges, excluding our income taxes.
• Price Changes: We may change fees, plan structures, limits, or included features. For active subscriptions, material price changes will generally apply at the next renewal, where practicable.
• Non-Payment: If payment fails or remains unpaid, we may suspend, downgrade, limit, or terminate access until outstanding amounts are settled.
• Refunds: Unless we explicitly state otherwise in writing, fees already paid are non-refundable.
• Third-Party Charges: WhatsApp, Meta, messaging, payment, AI, telecom, or third-party service fees may apply separately depending on your usage and connected services.

5. Acceptable Use and Customer Responsibilities

You agree to use the Services in a responsible, lawful, and platform-compliant manner. You must not:

• Use the Services in violation of any applicable law or regulation.
• Send spam, bulk unsolicited messages, or communications without required consent or lawful basis.
• Use WhatsApp, Meta, or any other messaging channel in violation of applicable platform terms, messaging rules, commerce policies, or rate limits.
• Misrepresent your identity, impersonate another person or business, or mislead recipients about the source or purpose of a message.
• Send deceptive, fraudulent, abusive, harassing, harmful, discriminatory, illegal, or misleading content.
• Upload, transmit, or distribute malware, phishing links, credential-harvesting content, or harmful code.
• Attempt to probe, scan, attack, overload, bypass, reverse engineer, or compromise any system, network, account, API, or security measure.
• Use the Services to collect, process, or disclose personal data without required rights, notices, consents, or legal basis.
• Use the Services for regulated, sensitive, or high-risk use cases unless you are solely responsible for all required legal, regulatory, and industry compliance.

You are solely responsible for your Customer Content, chatbot configuration, AI instructions, knowledge base content, campaigns, message templates, contact lists, opt-in records, opt-out handling, data retention settings, and compliance with applicable laws and platform rules.

6. WhatsApp, Meta, and Third-Party Platform Usage

PingRepli may connect with third-party platforms and messaging channels, including WhatsApp, Meta, Facebook, Instagram, email providers, payment providers, CRMs, analytics tools, AI providers, and other external services (collectively, "Third-Party Platforms").

• Your use of Third-Party Platforms is governed by their own terms, policies, rules, pricing, review processes, permissions, and privacy policies.
• For WhatsApp and Meta services, you must comply with current Meta Platform Terms, WhatsApp Business Terms, WhatsApp Business Messaging Policy, WhatsApp Commerce Policy where applicable, template messaging rules, opt-in requirements, opt-out requirements, and rate limits.
• You must ensure that people have clearly agreed to receive communications from your business before sending business-initiated WhatsApp messages where required.
• You must clearly identify your business and the purpose of your messages, and you must not mislead users about your identity, affiliation, products, services, or message purpose.
• You must promptly honor opt-out, unsubscribe, stop, block, deletion, or similar requests where required by law or platform rules.
• We do not control Third-Party Platforms and are not liable for their availability, approval decisions, review outcomes, pricing, policy enforcement, downtime, rate limits, API changes, account restrictions, or data handling practices.
• Changes made by Third-Party Platforms may affect how the Services operate. We are not responsible for losses or interruptions caused by third-party changes, restrictions, suspensions, or policy enforcement.

7. Consent, Opt-In, and Messaging Compliance

If you use PingRepli to send WhatsApp, Meta, SMS, email, or other business messages, you are responsible for obtaining and maintaining valid consent, opt-in records, or another lawful basis required by applicable law and platform rules.

You agree that you will not upload, import, message, or broadcast to contacts unless you have the necessary rights and permissions to do so. You are responsible for keeping evidence of consent where required.

PingRepli may provide tools to manage contact records, tags, automation, suppression, or opt-out handling, but you remain responsible for complying with legal and platform requirements.

8. Data, Privacy, and Customer Content

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

• You retain ownership of the content, data, information, files, messages, FAQs, website content, business content, and end-user data you submit to or process through the Services ("Customer Content").
• You grant us a limited, non-exclusive, worldwide licence to host, store, process, transmit, display, analyze, and use Customer Content solely to operate, maintain, secure, support, and improve the Services and comply with legal or platform obligations.
• You represent and warrant that you have all necessary rights, notices, consents, permissions, and lawful bases to upload, store, process, message, and use Customer Content through the Services.
• You are responsible for responding to End User data access, correction, deletion, consent withdrawal, opt-out, and privacy requests where you are the data controller.
• If you are subject to sector-specific rules, including financial, healthcare, government, professional, regulated, or sensitive data rules, you are responsible for verifying that your use of PingRepli is appropriate for your compliance obligations.

9. AI-Generated Content and Recommendations

Some features of PingRepli use artificial intelligence, machine learning, retrieval, automation, and large language models to generate or suggest replies, summaries, tags, workflows, lead qualification outputs, or insights.

• AI outputs may be incomplete, inaccurate, outdated, misleading, or unsuitable for your specific context.
• You are responsible for configuring, reviewing, approving, supervising, and controlling AI-generated content before sending, publishing, or relying on it.
• You are responsible for ensuring your AI instructions, knowledge base, and automated replies comply with laws, platform policies, and your business obligations.
• We do not guarantee any particular accuracy, uptime, conversion rate, sales result, lead quality, customer satisfaction, or business outcome from AI-generated suggestions.

10. Intellectual Property

The Services, including software, source code, design, interfaces, workflows, documentation, brand assets, logos, names, and related intellectual property rights, are owned by IdThrivo Technology Sdn Bhd or its licensors.

• You are granted a limited, revocable, non-exclusive, non-transferable licence to use the Services during your active account or subscription, solely in accordance with these Terms.
• You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works based on the Services except as expressly permitted by us in writing or by applicable law.
• Feedback, suggestions, or ideas you share with us may be used to improve the Services without obligation to you. You grant us a perpetual, royalty-free licence to use such feedback.

11. Beta Features and Early Access

From time to time, we may offer features labelled as "beta", "preview", "experimental", "early access", or similar.

• Such features may change without notice, may be incomplete, may contain errors, and may be withdrawn at any time.
• Beta features are provided "as is" and may not be covered by standard support, uptime commitments, or service-level expectations.

12. Disclaimers

To the fullest extent permitted by law, the Services are provided on an "as is" and "as available" basis.

• We do not guarantee uninterrupted, secure, error-free, or loss-free operation, although we aim to provide a reliable service.
• We disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.
• We do not guarantee approval, availability, delivery, or continued operation of any WhatsApp, Meta, or third-party integration.
• We do not guarantee any specific marketing, customer service, sales, lead generation, SEO, conversion, or business outcome.

13. Limitation of Liability

To the maximum extent permitted by law, neither PingRepli nor its directors, employees, contractors, affiliates, or partners shall be liable for:

• Any indirect, incidental, consequential, special, exemplary, or punitive damages.
• Loss of profits, revenue, data, goodwill, customers, business opportunity, or anticipated savings.
• Loss or damage caused by third-party platforms, Meta, WhatsApp, payment processors, AI providers, hosting providers, API changes, policy enforcement, suspension, outage, or service restriction.
• Loss or damage resulting from your use of, or inability to use, the Services, unless caused solely by our proven fault to the extent liability cannot be excluded under applicable law.

In all cases, our aggregate liability for claims arising out of or related to the Services or these Terms shall not exceed the total amount of fees you paid to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

14. Indemnification

You agree to indemnify, defend, and hold harmless IdThrivo Technology Sdn Bhd and its officers, directors, employees, contractors, affiliates, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Your use of the Services in violation of these Terms or applicable law.
• Customer Content, messages, broadcasts, chatbot replies, AI instructions, files, contact lists, or communications you send or process using the Services.
• Any allegation that your Customer Content or use of the Services infringes, violates, or misuses the rights of a third party.
• Your misuse of WhatsApp, Meta, Facebook, Instagram, or any Third-Party Platform connected to the Services.
• Your failure to obtain valid consent, honor opt-outs, respond to data deletion requests, or comply with messaging, privacy, consumer protection, or platform requirements.

15. Suspension and Termination

• You may terminate your subscription or close your account by using available account settings or contacting us.
• We may suspend, restrict, or terminate your access if you breach these Terms, fail to pay fees, create security or legal risk, misuse the Services, violate third-party platform policies, or if we are required to do so by law or platform instruction.
• We may suspend or disable integrations if necessary to protect the Services, other users, third-party platforms, or our business reputation.
• Upon termination, your right to use the Services ceases. Certain provisions that by their nature should survive will continue to apply, including intellectual property, privacy, payment, disclaimers, limitation of liability, indemnity, and dispute provisions.
• We may retain limited information as required by law, accounting obligations, dispute resolution, fraud prevention, security, or legitimate business purposes, in line with our Privacy Policy.

16. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or the Services shall be governed by and construed in accordance with the laws of Malaysia, without giving effect to any conflict of law principles.

You agree that the courts of Kuala Lumpur, Malaysia shall have exclusive jurisdiction over any legal proceedings arising out of or relating to these Terms or the Services, unless a different forum is required by mandatory law.

17. Changes to These Terms

We may revise these Terms from time to time to reflect changes in our Services, business model, legal obligations, platform requirements, pricing, features, or operational practices.

• When we make material updates, we will update the "Last updated" date at the top of this page and may provide additional notice where practicable.
• Continued use of the Services after updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree, you should stop using the Services and close your account.

18. Miscellaneous

• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Our failure to enforce any right or provision under these Terms shall not be deemed a waiver of such right or provision.
• You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, restructuring, sale of assets, or by operation of law.
• These Terms, together with the Privacy Policy and any applicable order form, plan description, or written agreement, form the agreement between you and PingRepli regarding the Services.