Plada — Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Plada, Corp., a Delaware C corporation (EIN 39-4309189) with its principal office at 171 West Julian Street #264, San Jose, CA 95110, United States ("Plada", "we", "us", or "our").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

If you do not agree with these Terms, do not access or use the Service.

2. Definitions

• "Service" means the Plada multi-tenant SaaS platform, including the dashboard, runtime page loader, AI-powered automations, document generation, WhatsApp Business integration, and all related features and APIs.
• "Customer Data" means all data, content, and information that Customer or its End Users submit to, store in, or transmit through the Service, including but not limited to customer records, conversations, products, transactions, and configurations.
• "End User" means any natural person who interacts with the Service through Customer's account (e.g. Customer's employees, contractors, or the Customer's own customers communicating via WhatsApp).
• "WhatsApp Business API" means the WhatsApp Business Platform operated by Meta Platforms, Inc., as integrated by Plada under Meta's WhatsApp Business Solution Terms.
• "Meta" means Meta Platforms, Inc. and its affiliates.
• "Documentation" means the user guides, technical documentation, and policies published by Plada at https://plada.ai/docs or otherwise made available to Customer.

3. Description of the Service

Plada provides a multi-tenant business operations platform that enables organizations to:

• Manage customer records, services, schedules, and operations.
• Automate communication with their own customers through the WhatsApp Business API, including AI-powered responses grounded in the Customer's own data.
• Generate documents, invoices, and reports.
• Build and deploy custom internal applications via Plada's AI-assisted code generation.

Each Customer ("tenant") connects their own WhatsApp Business Account through Meta's Embedded Signup OAuth flow. Messages, conversations, and contacts are isolated per tenant; Plada does not share data across tenants.

4. Account Registration and Customer Responsibilities

4.1 Account creation

Customer must register for an account by providing accurate, current, and complete information, and must keep this information updated. Customer is responsible for all activity that occurs under its account, including the actions of its End Users.

4.2 Security

Customer must (a) maintain the confidentiality of its account credentials, (b) implement reasonable security controls for End User accounts, and (c) notify Plada at support@plada.ai immediately upon discovering any unauthorized access to or use of the Service.

4.3 Compliance with laws

Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including but not limited to:

• Data protection and privacy laws applicable in Customer's jurisdiction (e.g. GDPR, CCPA, and equivalent local statutes).
• Anti-spam and unsolicited communications laws (e.g. CAN-SPAM, TCPA, and equivalents in Customer's jurisdiction).
• Industry-specific regulations applicable to Customer's business.

4.4 Tenant content responsibility

Customer is solely responsible for all Customer Data and for the accuracy, legality, and appropriateness of any content sent through the Service to End Users, including via WhatsApp.

5. Acceptable Use Policy

Customer shall not, and shall not permit any End User to:

1. Use the Service to send unsolicited, bulk, or commercial messages without recipient consent.
2. Send messages that are unlawful, fraudulent, defamatory, harassing, threatening, obscene, or that infringe any third-party rights.
3. Use the Service to violate the WhatsApp Business Solution Terms, the WhatsApp Commerce Policy, or any other Meta policy applicable to the WhatsApp Business API.
4. Attempt to reverse-engineer, decompile, or otherwise derive the source code of the Service.
5. Probe, scan, or test the vulnerability of the Service except as expressly authorized in writing by Plada.
6. Interfere with or disrupt the integrity, performance, or availability of the Service.
7. Use the Service to develop or train competing AI models without Plada's prior written consent.
8. Resell, sublicense, or otherwise commercially exploit the Service except as expressly authorized.
9. Use the Service in any manner that could damage, disable, overburden, or impair the Service.

Plada may suspend Customer's account immediately and without prior notice if Plada reasonably believes Customer is violating this Section 5, and may report violations to Meta where required.

6. WhatsApp Business API Specific Terms

By using the Service to send or receive messages through the WhatsApp Business API, Customer acknowledges and agrees that:

6.1 Meta's policies are binding

Customer is bound by, and shall comply with, Meta's policies for the WhatsApp Business API, including:

• The WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms)
• The WhatsApp Commerce Policy (https://www.whatsapp.com/legal/commerce-policy)
• The WhatsApp Business Messaging Policy (https://www.whatsapp.com/legal/business-policy)

These policies may be updated by Meta from time to time. Continued use of the Service constitutes acceptance of the then-current Meta policies.

6.2 Recipient consent

Customer must obtain prior, explicit, opt-in consent from each WhatsApp recipient before initiating outbound conversations, except for replies within an open 24-hour customer service window. Consent must be specific, informed, and verifiable, and must clearly disclose that the recipient will receive messages from Customer's business via WhatsApp.

6.3 Templates and 24-hour window

Outbound messages sent outside an active 24-hour customer service window must use a WhatsApp Message Template that has been reviewed and approved by Meta. Template content must accurately reflect its actual use; misuse may result in Meta downgrading or revoking template approval.

6.4 Message content

Customer is responsible for the legality, appropriateness, and Meta-policy compliance of all message content sent via the Service. Plada does not pre-screen Customer's outbound messages and is not liable for Customer's message content.

6.5 Data flow to Meta

Customer acknowledges that messages sent and received through the WhatsApp Business API are processed by Meta and are subject to Meta's own data handling policies. Customer shall ensure its privacy policy and recipient consent flow disclose this data flow.

6.6 Suspension by Meta

If Meta suspends, restricts, or terminates Customer's WhatsApp Business Account or the integration credentials used by the Service, Plada may suspend the affected portion of the Service for that Customer until the Meta issue is resolved. Plada is not liable for downtime caused by Meta-side enforcement actions.

7. Email Integration Specific Terms (Gmail and Outlook)

When Customer connects a business email account to the Service via Google OAuth (Gmail) or Microsoft OAuth (Outlook), the following terms apply in addition to the rest of these Terms:

7.1 Authorization

Customer must be the rightful owner or an authorized administrator of any Gmail or Outlook account it connects to the Service. By initiating the OAuth flow, Customer represents that it has the authority to grant Plada the requested API scopes and to allow Plada to sync and process messages from that mailbox on Customer's behalf.

7.2 Scopes and use

Plada will request only the scopes necessary to provide the email-integration features Customer has enabled. The current scope set is disclosed in Section 3e of the Plada Privacy Policy. Plada uses data accessed under these scopes solely to provide and improve the Service for the connecting Customer — never to serve advertising, never to train generalized AI or ML models, and never sold or transferred to third parties except to the processors disclosed in the Privacy Policy.

7.3 Limited Use compliance

Plada's use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Plada's use of Microsoft Graph adheres to the Microsoft APIs Terms of Use.

7.4 Provider terms also apply

Customer's use of the Gmail or Outlook account through Plada remains subject to Google's or Microsoft's own terms of service and acceptable-use policies. Nothing in these Terms supersedes those provider terms. If a provider suspends, restricts, or revokes Customer's account or Plada's API access, Plada may suspend the affected portion of the Service for that Customer until the provider-side issue is resolved.

7.5 Disconnect and deletion

Customer may disconnect a connected email account at any time from the Plada dashboard. Disconnection triggers immediate deletion of all synced messages, HTML bodies, and attachments associated with that account from Plada's storage, and invalidates the encrypted OAuth tokens. Customer may additionally revoke Plada's access at the provider directly (Google: myaccount.google.com/permissions; Microsoft: myaccount.microsoft.com); revocation produces the same deletion outcome on Plada's side.

7.6 No outbound mass email

If Customer enables the optional outbound-send feature, Customer remains solely responsible for the content of any email Plada sends from Customer's mailbox at Customer's direction and must comply with applicable anti-spam laws (CAN-SPAM, CASL, GDPR ePrivacy, etc.). Plada will not be used to send unsolicited bulk email.

8. Customer Data and Privacy

8.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Plada does not claim ownership over Customer Data.

8.2 License to Plada

Customer grants Plada a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service and to comply with legal obligations.

8.3 Privacy Policy

Plada's processing of personal data on behalf of Customer is governed by the Plada Privacy Policy (https://plada.ai/privacy), which is incorporated by reference into these Terms. To the extent required by applicable data protection law, the parties shall execute a Data Processing Addendum (DPA).

8.4 Data deletion

Upon termination of the Service, Plada will delete Customer Data within 90 days, except where retention is required by law. Customer may request earlier deletion in writing to support@plada.ai.

8.5 Security

Plada implements reasonable technical and organizational measures designed to protect Customer Data, including encryption at rest (AES-256-GCM for sensitive credentials), encryption in transit (TLS 1.2 or higher), tenant isolation, and access logging.

9. Fees, Subscriptions, and Payment

9.1 Fees

Customer shall pay the fees specified in the applicable subscription plan or order form. Fees are exclusive of taxes, duties, and similar governmental charges, all of which are Customer's responsibility unless otherwise stated.

9.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected. Usage-based fees (e.g. WhatsApp conversation fees passed through from Meta, AI inference costs) are billed monthly in arrears.

9.3 Late payment

Past-due amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Plada may suspend or terminate the Service for non-payment after providing at least 10 days' written notice.

9.4 Refunds

Subscription fees are non-refundable except where required by applicable consumer protection law.

10. Intellectual Property

10.1 Plada IP

The Service, including all software, designs, logos, documentation, and other materials provided by Plada, is the exclusive property of Plada or its licensors. Customer receives only a limited, non-exclusive, non-transferable license to access and use the Service during the subscription term, subject to these Terms.

10.2 Feedback

If Customer provides Plada with feedback, suggestions, or improvements regarding the Service, Customer grants Plada a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to Customer.

10.3 AI-generated output

The Service may generate code, text, images, or other output using AI models. Customer is responsible for reviewing AI-generated output before deploying or relying on it. Plada makes no warranty that AI output is accurate, complete, fit for a particular purpose, or non-infringing.

11. Confidentiality

Each party agrees to (a) use the other party's Confidential Information only as necessary to perform under these Terms, (b) protect it with the same degree of care it uses for its own confidential information (and in no case less than reasonable care), and (c) not disclose it to third parties without the disclosing party's prior written consent, except as required by law. Customer Data is deemed Customer's Confidential Information.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. PLADA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, NOR DOES IT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT OR THIRD-PARTY DATA (INCLUDING DATA RECEIVED FROM META).

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL PLADA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) PLADA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PLADA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations apply regardless of the legal theory (contract, tort, statute, or otherwise).

14. Indemnification

14.1 By Customer

Customer shall defend, indemnify, and hold harmless Plada and its officers, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer's use of the Service in violation of these Terms or applicable law, (b) Customer Data, (c) message content sent by Customer through the WhatsApp Business API, or (d) any breach by Customer of Section 5 (Acceptable Use) or Section 6 (WhatsApp Specific Terms).

14.2 By Plada

Plada shall defend, indemnify, and hold harmless Customer from third-party claims that the Service, as provided by Plada and used in accordance with these Terms, infringes the intellectual property rights of a third party, subject to standard exclusions (Customer modifications, combinations with non-Plada materials, use in violation of these Terms).

15. Term and Termination

15.1 Term

These Terms become effective when Customer first accesses the Service and continue until terminated as provided herein.

15.2 Termination for convenience

Either party may terminate the subscription at the end of the then-current billing cycle by providing written notice at least 30 days before the next renewal.

15.3 Termination for cause

Either party may terminate immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure the breach within 30 days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

15.4 Effect of termination

Upon termination: (a) Customer's right to access the Service ends immediately, (b) outstanding fees become due and payable, (c) Plada will delete Customer Data within 90 days subject to legal retention obligations, and (d) Sections 5, 7.4, 9, 10, 11, 12, 13, and 17 shall survive.

16. Modifications to the Service and to These Terms

Plada may modify the Service from time to time. Plada may also update these Terms by posting an updated version at the same URL and updating the "Last Updated" date. Material changes will be communicated to Customer at least 30 days before they take effect, by email or in-app notification. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications failure, or third-party service provider outage (including outages of Meta or other infrastructure providers).

18. Governing Law and Dispute Resolution

18.1 Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in Wilmington, Delaware, in English. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information without first invoking arbitration.

18.3 Class action waiver

To the maximum extent permitted by applicable law, Customer agrees to bring claims only in its individual capacity and not as a plaintiff or class member in any class, consolidated, or representative action.

19. General

19.1 Entire agreement

These Terms, together with the Privacy Policy and any order form or DPA executed between the parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings.

19.2 Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

19.3 Assignment

Customer may not assign these Terms without Plada's prior written consent. Plada may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

19.4 No waiver

A party's failure to enforce any right under these Terms shall not constitute a waiver of that right.

19.5 Notices

Notices to Plada must be sent to support@plada.ai. Notices to Customer will be sent to the email address associated with Customer's account or in-app.

19.6 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.7 Language

These Terms are executed in English. Translations into other languages may be provided for convenience; in the event of any inconsistency between the English version and any translation, the English version shall control.