⚠️ DRAFT — DO NOT PUBLISH WITHOUT LEGAL REVIEW. This document is a draft prepared for Holari Group LLC. A lawyer must review it before it is published. Everything in [BRACKETS] is still to be filled in or is an owner decision.

Holari.io Terms of Service

Last updated: [EFFECTIVE DATE]

These terms are a contract between you (the business that signs up, the "Customer") and Holari Group LLC ("Holari", "we", "us"), located at [REGISTERED ADDRESS]. By creating an account or using Holari.io you accept these terms. If you sign up on behalf of a company, you represent that you have authority to bind it.

1. What Holari.io is

Holari.io is cloud software (SaaS) for service businesses that includes: a message inbox for WhatsApp, Instagram, Messenger and TikTok (when available), an artificial intelligence (AI) agent that replies on the business's behalf, contacts, a sales board, scheduling with a public booking link, automatic follow-ups and a mobile app (when available).

Holari.io is a business tool. It is not intended for personal or household use.

2. Account

• You must be at least 18 and provide accurate information.
• You are responsible for your password and for everything done by the team members with access to your workspace.
• Tell us immediately if you suspect unauthorized access.

3. Free trial

• Plans may include a free trial of [14] days. The exact length is shown at signup.
• [OWNER DECISION: is a card required to start the trial?] If you provided a card, the chosen plan is charged automatically when the trial ends unless you cancel first. If you did not provide a card, the AI agent stops replying when the trial ends until you choose a plan.
• One trial per business. We may refuse or end trials that are abused.

4. Plans, prices and billing

• Current prices are at [holari.io/en/pricing]. They may not include taxes; applicable taxes are added to the charge.
• The subscription is billed monthly in advance to the card on file, through Stripe. Holari does not store your card details.
• Each plan has limits (users, channels, WhatsApp numbers and monthly AI credits). When you reach the credit limit, the agent stops replying until the next period, until you upgrade, or until you buy extra credits if we offer them. Your team can keep replying manually.
• Unused AI credits do not roll over.
• We may change prices with at least [30] days' notice. The change applies from the next billing period.
• Platform message fees not included: the fees Meta charges for WhatsApp templates (and any other platform's fees) are not included in the plan. They are paid from the prepaid balance (section 5).

5. Prepaid message balance

• To send WhatsApp templates you need a prepaid balance, which you top up by card through Stripe. Each template sent is deducted from the balance at Meta's rate for the country and category, [plus a service margin of X% / with no markup — OWNER DECISION].
• Replying inside the 24-hour customer service window does not use balance [CONFIRM against current Meta and YCloud pricing].
• If the balance runs out, templates cannot be sent until you top up. You can turn on auto top-up.
• The balance is non-refundable and non-transferable, except where applicable law requires otherwise. [OWNER DECISION: confirm this rule, whether the balance expires, and what happens to it on cancellation or account deletion.]
• The balance is not e-money, earns no interest and can only be used for messages inside Holari.io.

6. Cancellation

• You can cancel at any time from Settings → Billing → Manage subscription (Stripe customer portal).
• Cancellation takes effect at the end of the period already paid. You keep access until then.
• We do not refund partial periods, unless the law requires it. [OWNER DECISION]
• Deleting the workspace cancels the subscription and deletes data as described in the Privacy Policy.
• Download anything you need before cancelling or deleting: once deleted, we cannot recover the data.

7. Non-payment and suspension

• If a charge fails, Stripe will retry the card during a grace period of [X] days, during which the service keeps working and we will email you.
• If payment is not resolved, we may suspend the workspace: the agent stops replying and some features are blocked. Your data is kept for [X] days; after that we may delete it.
• We may also suspend or terminate the account, with notice where reasonable, if you breach these terms, if a platform (Meta, TikTok, YCloud) blocks your account for breaching its policies, or if your use puts the service or other customers at risk.

8. Acceptable use

You may not use Holari.io to:

• send spam or unsolicited messages, or buy or import contact lists of people who did not give consent;
• breach platform policies: WhatsApp Business Messaging Policy, WhatsApp Commerce Policy, Meta Platform Terms, Instagram and Messenger messaging policies, and TikTok's policies;
• get around the 24-hour customer service window (48 hours on TikTok) or use templates outside their approved category;
• send marketing templates to US (+1) numbers while Meta's pause is in place (Holari.io blocks them);
• sell products or services prohibited by those policies or by law (for example, drugs, weapons, adult content, unlicensed gambling, deceptive financial services);
• harass, deceive or impersonate any person or business, or collect sensitive data without a legal basis;
• contact minors without the consent required by law;
• try to access other customers' data, break security, reverse engineer or overload the service;
• resell Holari.io without a written agreement with us.

9. Your responsibilities toward your clients (end users)

You are responsible for your clients' data and for the messages you (or your agent) send. In particular:

• Consent: you must have the consent required by law before messaging anyone, especially for marketing messages. In the US this includes the Telephone Consumer Protection Act (TCPA) and similar state laws; in other countries, the equivalent laws. You must promptly honor anyone who asks not to be messaged again.
• Privacy notice: you must tell your clients how you use their data, including that you use Holari.io and an AI assistant.
• Content: you are responsible for the content of your messages, templates, knowledge base and agent instructions, and for making sure they are lawful and truthful.
• Platform accounts: you are responsible for your WhatsApp Business, Facebook, Instagram and TikTok accounts and for complying with their terms.

Holari processes your clients' data only on your behalf and on your instructions, under the data processing agreement [LINK TO DPA WHEN AVAILABLE].

10. Artificial intelligence

• Agent replies are generated by an AI model and may be inaccurate, incomplete or inappropriate. We do not guarantee their accuracy.
• You configure the agent (what you sell, hours, what it must not say) and you are responsible for reviewing how it behaves. You can take over any conversation.
• Do not use the agent to give medical, legal, financial or safety advice that requires a professional.
• Holari does not use your conversations to train AI models.

11. Third-party services

Holari.io depends on third-party services (Meta, YCloud, TikTok, Stripe, Google, OpenRouter and others). We do not control them. If a platform changes its rules or prices, suspends your account, rejects a template or stops working, Holari.io may be affected without fault on our part. Your use of those services is also governed by their own terms.

12. Your data and our property

• Your data is yours. You allow us to use it only to provide the service, give support and comply with the law. You can export and delete it.
• The software, the Holari.io brand and its content belong to Holari Group LLC. We grant you a limited, non-exclusive, non-transferable license to use Holari.io while you have an active subscription.
• If you send us suggestions, we may use them with no obligation to you.

13. Support and support access

To solve a problem, our team may enter your workspace with temporary access: they must record a reason, the access expires automatically and it appears in the audit log your account admin can see.

14. Availability and warranties

• We make reasonable efforts to keep Holari.io available, but we do not guarantee uninterrupted or error-free operation. There may be maintenance and provider outages.
• The service is provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent permitted by law.

15. Limitation of liability

To the maximum extent permitted by law:

• Holari is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, customers, data or goodwill.
• Holari's total liability for any claim related to the service will not exceed the amount you paid Holari in the 12 months before the event giving rise to the claim (excluding the message balance).
• Some laws do not allow these limitations; in that case they apply to the extent permitted.

16. Indemnification

You agree to defend and indemnify Holari against third-party claims (including from your clients and the platforms) arising from your messages, your lack of consent, content you upload, or your breach of these terms or the law.

17. Changes to these terms

We may update these terms. For material changes, we will notify you by email or in the app at least [30] days in advance. If you keep using Holari.io afterwards, you accept the new terms; if you don't agree, you may cancel.

18. Governing law and disputes

• These terms are governed by the laws of the State of [STATE], USA, without regard to its conflict of laws rules.
• Any dispute will be resolved in the courts of [COUNTY AND STATE] / by arbitration in [PLACE] [OWNER DECISION WITH LAWYER: courts or arbitration, class action waiver].
• If you live in a country whose consumer law gives you rights that cannot be waived, those rights remain.

19. Miscellaneous

• If a clause is invalid, the rest remains in force.
• Not exercising a right immediately is not a waiver.
• You may not assign these terms without our permission; we may assign them in a merger or sale.
• These terms, the Privacy Policy and the data processing agreement are the entire agreement between the parties.
• If the Spanish and English versions differ, [the English version / the Spanish version — OWNER DECISION] prevails.

20. Contact

Holari Group LLC [REGISTERED ADDRESS] [legal@holari.io — TO BE CONFIRMED]