Terms of Service

1. Acceptance of Terms

By accessing or using Entagl's services ('Service'), you agree to be bound by these Terms of Service ('Terms'). If you disagree with any part of the terms, you may not access the Service. If you accept these Terms or use the Service on behalf of a company or other legal entity — including a client you serve as an agency or service provider — you represent and warrant that you are authorized to bind that entity to these Terms, and 'you' and 'your' refer to both you and that entity.

2. Description of Service

Entagl provides an AI customer-engagement platform that lets businesses deploy AI agents for support, sales, and bookings across their communication channels — Instagram, Facebook Messenger, WhatsApp, Telegram, TikTok, a website chat widget, and a programmatic API — as well as AI voice calls (inbound, outbound, and WhatsApp calling). Our services include:

• AI agents that automatically respond to customer messages on connected channels
• AI voice calling
• Appointment booking and management
• Commerce integrations (such as Shopify) and payment links
• Marketing campaigns, reminders, and AI follow-ups
• Comment automation
• A team inbox, contact management, and CRM sync
• Analytics and reporting
• Knowledge base and AI content tools
• Premium features (paid subscription)

3. Payment Terms

3.1 Payment Processing

We use Stripe as our payment processor for all transactions. By making a payment, you agree to Stripe's services agreement and privacy policy. All payments are processed securely through Stripe's PCI-compliant platform.

For any payment-related issues or disputes, please contact our customer service team at:

• Email: info@entagl.com
• Phone: +1-415-692-1591 (Mon-Fri, 9 AM - 5 PM EST)
• Contact Form: Available on our contact page

3.2 Subscription Terms

Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected at checkout), and your saved payment method is charged at the then-current rate at the start of each period until you cancel. Current prices are shown on our pricing page and at checkout. You can cancel at any time in Settings → Billing (via the Stripe customer portal); cancellation takes effect at the end of the current billing period, and you will not be charged for later periods. If we change subscription prices, we will notify you before the new price applies to your renewal.

3.3 Refund Policy

Our refund policy is designed to be fair and transparent:

• Refund requests must be submitted through our customer service channels
• Except where required by law, fees already paid are non-refundable — refunds may be granted at our discretion
• Approved refunds are processed within 5-10 business days to the original payment method
• Setup fees are non-refundable after service activation

To request a refund:

1. Contact our customer service team at info@entagl.com, create a support ticket from the sidebar at the bottom, or talk to our support agent in the app chat widget to create a ticket
2. Provide your account details and reason for refund
3. Allow up to 2 business days for review

3.4 Dispute Resolution

If you have a dispute regarding charges:

1. Contact our billing team at info@entagl.com, create a support ticket from the sidebar at the bottom, or talk to our support agent in the app chat widget
2. Provide detailed information about the dispute
3. Allow up to 48 hours for initial response
4. We will work to resolve the issue promptly and fairly

We aim to resolve all disputes amicably. If we cannot reach a resolution, you may have the right to file a dispute with your payment provider.

3.5 Cancellation Policy

To cancel your subscription:

1. Log into your account dashboard
2. Go to Settings → Billing
3. Click 'Manage Subscription' to open the Stripe customer portal
4. Confirm the cancellation

Upon cancellation:

• Access to paid features continues until the end of the current billing period
• No partial refunds are issued for unused time
• You will not be charged for future billing periods
• At the end of the period your workspace is downgraded to the free plan and your data is retained so you can reactivate at any time
• You may request deletion of your data at any time as described in our Privacy Policy

3.6 Promotional Terms

For any promotional offers:

• Promotions cannot be combined with other offers
• Discounts apply to specified billing periods only
• We reserve the right to modify or end promotions
• Eligibility requirements must be met
• Promotional pricing will revert to standard rates after the promotional period

3.7 Price Changes

We may change subscription prices from time to time. When we do:

• Monthly plans: price changes take effect no earlier than one (1) month after we notify you, and apply from your first renewal after that notice period
• Annual plans: we will notify you at least one (1) month before the change (often earlier), and the new price applies only from the start of your next annual billing cycle — the price of a billing period you have already paid for never changes
• Notice is given by email to your account email (or the billing notification email you have configured) and may also be shown in the app
• If you do not agree with a price change, you can cancel your subscription before the new price takes effect and you will keep your current price until the end of your current billing period

Taxes

All fees are exclusive of taxes, and amounts payable to Entagl are net amounts that Entagl must receive in full. Entagl does not collect, charge, or remit any tax on your behalf. You are solely responsible for every tax, duty, levy, contribution, or charge of any kind arising in your jurisdiction in connection with your subscription, setup or implementation fees, and any other amounts due — including value-added, sales, consumption, and similar taxes, any withholding applicable to payments made to a non-resident provider, and any tax that is newly introduced, reclassified, or increased after you subscribe. If you are required by law to withhold or deduct any amount from a payment to Entagl, you will increase the payment so that Entagl receives the full amount due, free and clear of any deduction or withholding, and you will provide the corresponding withholding certificate on request. Entagl remains responsible only for taxes imposed on its net income by the United States federal government or the State of Delaware. Any withholding imposed by your own jurisdiction on payments to Entagl — including any withholding characterised as an income tax — remains your responsibility under this section.

4. Customer Service

We are committed to providing excellent customer service:

• Email Support: info@entagl.com
• In-App Support: create a support ticket or chat with our support assistant inside the app
• Phone Support: +1-415-692-1591 (Mon-Fri, 9 AM - 5 PM EST)
• Response Times: see Support and Service Level Commitments below

Our support channels:

• Channels

5. User Accounts and Responsibilities

5.1 Account Creation

To use our Service, you must create an account and provide accurate, current, and complete information during registration. You can then connect the channels you want your AI agent to operate on (such as Instagram, WhatsApp, Telegram, TikTok, or your website widget) — connecting a social media profile is optional and per-channel.

5.2 Account Security

You are responsible for maintaining the security of your account and password. Entagl cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

5.3 API Usage

When using our Service with Facebook and Instagram APIs, you agree to:

• Comply with all applicable social media platform terms and policies
• Not exceed API rate limits or abuse the service
• Not use the service for unauthorized automation or spam
• Maintain necessary permissions and consents

5.4 Entagl API

If you use Entagl’s own API (including the /api/v1 endpoints and API keys issued in your workspace), you agree to:

• Keep your API keys confidential — you are responsible for all activity under your keys and must rotate them immediately if compromised
• Respect the rate limits we enforce, which may change with notice
• Not use the API to send spam or unlawful content, probe or disrupt the service, or circumvent quotas or billing
• Not resell or provide access to the API to third parties without our written consent
• We may throttle, suspend, or revoke API access in cases of abuse

Data Security & Encryption

Entagl is committed to protecting your data with enterprise-grade security measures and maintaining compliance with international data protection regulations.

Encryption Standards

Sensitive data — customer messages, contact information, and uploaded conversation media — is protected with AES-256-GCM server-side encryption at rest, and all data is encrypted in transit using TLS. Access to customer data is limited to authorized personnel for support and operations.

Regulatory Compliance

Our platform implements data minimization, purpose limitation, user rights management, server-side encryption, and audit logging of administrative actions (plus protected-data access logging for HIPAA-enabled workspaces). Our security architecture is designed with international data protection standards in mind. Regulatory compliance is a shared responsibility — customers should consult their legal teams to ensure their specific use case meets applicable regulations.

Your Responsibilities

• Maintain secure account credentials and enable multi-factor authentication
• Ensure your use of customer data complies with applicable privacy laws
• Provide appropriate privacy notices to your customers
• Report any security concerns or data breaches immediately

6. Intellectual Property Rights

The Service and its original content, features, and functionality are owned by Entagl and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

7. Content Guidelines

Content Restrictions and Guidelines:

• No illegal or harmful content
• No copyright or trademark infringement
• No hate speech or harassment
• No malware or malicious content
• No spam or unauthorized advertising
• No adult or explicit content
• No misleading or fraudulent content
• No content promoting illegal activities

8. Third-Party Services

Our Service integrates with third-party platforms and providers through their APIs. Your use of these integrations is subject to their respective terms of service:

• Facebook Terms of Service
• Instagram Terms of Use
• Whatsapp
• Telegram Terms of Service
• TikTok Terms of Service
• OpenAI Terms of Use
• Google APIs Terms of Service
• Anthropic Terms of Service
• Twilio Terms of Service
• Shopify Terms of Service
• HubSpot Terms of Service
• Stripe Services Agreement

WhatsApp Business API Terms

Additional terms for using our WhatsApp integration

• By using our WhatsApp integration, you agree to comply with Meta's WhatsApp Business Terms of Service.
• You must adhere to WhatsApp's Business Messaging Policy and avoid sending spam or prohibited content.
• Message templates must be approved by Meta and comply with their content guidelines.
• Excessive or abusive API usage may result in rate limiting or suspension of your WhatsApp integration.
• Your WhatsApp business phone number must be registered legitimately and comply with Meta's policies.
• Meta may change their WhatsApp Business API features, which may affect our integration functionality.

When using our WhatsApp Business API integration, you are required to maintain compliance with all applicable WhatsApp Business and Meta platform policies. Non-compliance may result in the suspension of your WhatsApp integration with our platform.

9. Limitation of Liability

In no event shall Entagl, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

Cap on Liability

To the maximum extent permitted by law, Entagl's total aggregate liability arising out of or relating to the Service and these Terms — whether in contract, tort (including negligence), or any other theory — will not exceed the greater of (a) the total fees you paid to Entagl for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars ($100). This cap applies in the aggregate across all claims, not per claim.

What the Cap Does Not Cover

The exclusions and cap above do not apply to: your obligation to pay fees due; either party's liability for fraud, fraudulent misrepresentation, willful misconduct, or gross negligence; either party's breach of its confidentiality obligations under Section 27; your indemnification obligations under Section 23; or any liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.

10. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

11. Changes to Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect.

12. Contact Us

If you have any questions about these Terms, please contact us at:

Email: info@entagl.com Address: 1111B S Governors Ave STE 48482, Dover, DE 19904

13. Shopify Integration Terms

These additional terms apply specifically to merchants using our Shopify app integration.

Shopify Platform Compliance

By using our Shopify integration, you agree to comply with:

• Shopify's Partner Program Agreement
• Shopify's API Terms of Service
• Shopify's App Store Review Guidelines
• All applicable Shopify merchant and developer policies

Data Processing Agreement for Shopify Merchants

This section constitutes our Data Processing Agreement (DPA) with Shopify merchants:

Data Controller and Processor Roles

Data Controller and Processor Roles: You (the merchant) act as the data controller for your customer data; We act as a data processor when handling personal data on your behalf; You remain responsible for ensuring lawful basis for data processing

Our Obligations as Data Processor

Our Obligations as Data Processor: Process personal data only on your documented instructions; Implement appropriate technical and organizational security measures; Assist with data subject rights requests and breach notifications; Delete or return personal data upon termination of services

Your Obligations as Data Controller

Your Obligations as Data Controller: Ensure lawful basis for all data processing activities; Provide clear privacy notices to your customers; Obtain necessary consents for data processing; Respond to data subject rights requests; Notify us of any data processing restrictions

Security and Data Protection Measures

We implement comprehensive security measures for Shopify merchant data:

Technical Measures

Technical Measures: TLS encryption for all data in transit; AES-256 encryption at rest, with application-level AES-256-GCM encryption for sensitive fields (messages, contacts, media); Role-based, workspace-scoped access control; Web application firewall in blocking mode and automated security monitoring; Automated daily backups with a 7-day rolling retention

Organizational Measures

Organizational Measures: staff access to customer data limited to authorized personnel on a need-to-know basis; documented breach-notification practices aligned with applicable law; ongoing review of security policies

Data Retention and Deletion

Our data retention practices for Shopify integrations:

Retention Periods

Retention Periods: customer conversation data is retained while your account is active, or until you delete it or request deletion; merchant configuration data is retained for the duration of service; database backups are automatically purged on a 7-day rolling window

Data Deletion Rights

Data Deletion Rights: merchants can request deletion of all customer data at any time; your customers can request deletion of their personal data through you (the merchant); we provide data-export tools before deletion; deletion requests are processed within 30 days

Customer Consent and Rights Management

We support comprehensive consent and rights management:

Consent Management

Consent Management: Honor all customer consent preferences set by merchants; Provide mechanisms for consent withdrawal; Respect marketing communication opt-outs; Support granular consent controls for different data processing purposes

Data Subject Rights Support

Data Subject Rights Support: Assist merchants with data access requests; Provide data portability tools and formats; Support data rectification and erasure requests; Maintain audit logs for all rights-related activities

Liability and Indemnification for Shopify Integration

Specific liability terms for Shopify merchants:

Our Liability Limitations

Our Liability Limitations: Limited to direct damages up to 12 months of subscription fees; No liability for indirect, consequential, or punitive damages; No liability for merchant's failure to comply with data protection laws; Force majeure exceptions for service interruptions

Merchant Indemnification

Merchant Indemnification: Merchants indemnify us against claims arising from their data processing activities; Protection against claims from merchant's customers regarding data handling; Coverage for merchant's non-compliance with applicable privacy laws; Mutual indemnification for third-party intellectual property claims

Service Termination and Data Handling

Upon termination of Shopify integration services:

Termination Process

Termination Process: 30-day notice period for voluntary termination; immediate termination for material breach of terms; data-export assistance during the termination period; deletion of personal data within 30 days of a verified deletion request following termination

Data Transition Support

Data Transition Support: export tools for all merchant and customer data; technical assistance for data migration; written confirmation once requested deletion is completed

Dispute Resolution for Shopify Merchants

Dispute resolution procedures specific to Shopify integrations:

Resolution Process

Resolution Process: Initial contact through dedicated merchant support channel; Escalation to senior management within 48 hours; Mediation through neutral third party if needed; Binding arbitration as final resolution mechanism

Jurisdiction and Governing Law

Jurisdiction and Governing Law: governed by the laws of the State of Delaware, USA; disputes resolved as set out in the Governing Law & Disputes section of these Terms; exception for small claims court proceedings; compliance with Shopify’s dispute resolution requirements

14. Third-Party CRM Integrations

Entagl offers integrations with third-party Customer Relationship Management (CRM) platforms, including but not limited to HubSpot. These integrations allow you to sync contact and lead data collected through Entagl to your own CRM accounts.

Data Processing Roles

When you use CRM integrations, the following data processing relationships apply:

• You (the Customer) are the Data Controller - you determine what data to collect and where to send it
• Entagl acts as a Data Processor - we process data on your behalf according to your instructions
• Your CRM provider (e.g., HubSpot) is also a Data Processor - they process data you send to them

Customer Authorization

By connecting a CRM integration, you explicitly authorize Entagl to:

• Transfer contact data from your Entagl workspace to your connected CRM account
• Synchronize data based on your configured field mappings and sync settings
• Use OAuth tokens to authenticate with your CRM on your behalf

Your Responsibilities

As the Data Controller, you are responsible for:

• Obtaining appropriate consent from individuals whose data you collect and sync
• Maintaining a privacy policy that discloses your use of CRM integrations
• Having appropriate data processing agreements with your CRM provider
• Ensuring your use of integrations complies with applicable data protection laws (GDPR, CCPA, etc.)
• If handling health information, ensuring your CRM provider offers HIPAA-compliant services

Security Measures

Entagl implements the following security measures for CRM integrations:

• OAuth 2.0 authentication - we never store your CRM password
• Data encryption at rest and in transit
• Secure token storage with automatic refresh
• Token revocation on disconnection
• Workspace-scoped access - your data is isolated from other customers

Limitation of Liability

Entagl is not liable for:

• Actions taken by your CRM provider with data you send to them
• Your compliance with data protection laws
• Changes to CRM provider APIs or terms of service
• Accuracy of data you choose to sync

Disconnection and Data

When you disconnect a CRM integration:

• OAuth tokens are revoked and deleted from our systems
• Your contact data remains in Entagl (not deleted)
• Data already synced to your CRM remains there - contact your CRM provider to delete
• You can reconnect at any time by re-authorizing the integration

17. Credits, Quota & Usage

Your subscription includes a monthly credit allowance ("credits"). Features consume credits as described below. Current plan allowances, rates, and per-feature pricing are shown on our pricing page. Unused credits — including purchased top-up credits — do not roll over to the next billing period.

AI Responses

AI usage is billed on processing cost: each AI turn (a response generated for a customer on any connected channel — WhatsApp, Instagram, Facebook Messenger, Telegram, TikTok, website widget, or API) consumes credits proportional to the computing cost of generating it, charged in increments of 0.05 credits with a minimum of 0.05 credits per turn. A typical chat reply costs about 1 credit; long conversations, tool usage, and advanced models can cost more.

Media Analysis

"Media" refers to any file a customer sends that requires AI processing — images, videos, audio (voice messages), and documents (such as PDFs). Media analysis is billed as part of the AI turn based on its actual processing cost; analyzing large or complex media consumes more credits.

Business Notifications & Template Messages

Notifications sent to your own team (human handover/escalation, booking requests, appointment updates, order and lead notifications) via WhatsApp or SMS consume 0.5 credits per delivered message; a recipient configured for both WhatsApp and SMS consumes 0.5 credits per delivered channel. WhatsApp template messages sent manually from the inbox or through message automations consume 5 credits for utility or authentication templates and 10 credits for marketing templates.

Smart Follow-Up Messages

Automated AI follow-up messages that re-engage customers are billed like AI responses, based on actual processing cost.

AI Voice Calls

AI voice calls (inbound, outbound, and WhatsApp calls) consume credits from the same allowance at a per-minute rate reflecting carrier and AI audio processing costs. Credits are checked before the call, deducted during the call, and reconciled after it ends. Per-minute rates are shown on the pricing page.

In-App AI Assistant & Suggested Replies

The in-app AI assistant (AI Manager) consumes credits from the same allowance based on usage (text is billed per tokens processed; voice per minute). AI-suggested reply drafts you request in the inbox also consume credits based on processing cost.

Overage & Credit Top-Ups

Pay-as-you-go overage: if your workspace uses all of its included credits, additional credit blocks are added automatically and billed to your payment method at your plan’s overage rate (shown on the pricing page), so your AI keeps responding. You can disable automatic overage billing in Settings → Billing, in which case the AI stops responding when credits run out. You can also purchase one-time credit top-ups at any time; unused top-up credits expire at the end of the billing cycle.

Usage Warnings & Notifications

We notify you as your workspace approaches and reaches its included credit allowance. Warnings are sent when usage reaches approximately 75–80%, 90–95%, and 100% of your included allowance, and — where automatic overage billing is enabled — again when overage usage accumulates to approximately 120% of the included allowance. Exact thresholds may be adjusted over time.

Depending on your settings, warnings are delivered by email (to your account email or the billing notification email addresses you configure), as in-app notifications in your dashboard, and as push notifications on your devices where enabled. Urgent alerts — such as your AI pausing because the credit limit was reached, or a failed payment — can additionally be sent by WhatsApp and/or SMS to phone numbers you have verified and opted in to billing alerts. These warnings are provided as a courtesy: you remain responsible for monitoring your usage in Settings → Billing, and a delayed or undelivered warning does not relieve you of charges properly incurred under your plan.

Bring Your Own Key (BYOK)

If you connect your own AI provider API keys (BYOK), the provider bills its usage directly to you under your own agreement with it. Entagl credits continue to apply to platform usage as described in this section.

Campaign Marketing Messages

WhatsApp marketing campaign messages are not deducted from your monthly credit allowance. They are billed separately as a metered charge based on your actual campaign sends, at the per-message rate shown on the pricing page. As a safeguard, launching a campaign requires sufficient available credits in your workspace even though sending is billed separately.

Activities That Do Not Consume Quota

The following do not consume credits: messages sent in the agent testing page within your dashboard; inbound messages received from customers; plain manual replies typed by you or your team members. Note that manually sending a WhatsApp template message and requesting an AI-suggested draft do consume credits, as described above.

16. AI Features & Automated Responses

Entagl provides AI-powered features including automated responses, AI agents, AI voice calls, recommendations, and other machine-learning-based functionality. AI features operate autonomously by default: when enabled, your agent replies to your customers, can book appointments, and can share payment or checkout links without per-message human approval. By using these features, you acknowledge and accept the following terms.

No Warranty of Accuracy

AI-generated content is provided on an "as-is" basis. Entagl does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output. AI systems may produce incorrect, incomplete, outdated, or misleading information (commonly referred to as "hallucinations"). You acknowledge that AI-generated content should not be relied upon as professional, legal, medical, financial, or any other form of expert advice.

Assumption of Risk

By using Entagl's AI features, you expressly acknowledge and accept that:

• AI-generated responses may contain errors, inaccuracies, or outdated information
• You are responsible for configuring, monitoring, and supervising your AI agents at a level appropriate to your business — including reviewing conversation history, testing your agent before and after configuration changes, and correcting it when needed
• You are responsible for appropriate human oversight of AI-generated customer communications using the controls we provide (pausing the AI, taking over conversations, reviewing history, and providing feedback)
• Entagl shall not be liable for any damages, losses, or harm arising from your reliance on AI-generated content

Customer Communications Responsibility

You are solely responsible for all communications sent to your customers through Entagl, including those generated or assisted by AI. You agree to comply with all applicable laws regarding automated messaging and to ensure that AI-generated communications meet your own quality and accuracy standards before delivery.

No Professional Advice

AI-generated content does not constitute legal, medical, financial, or other professional advice. You should consult qualified professionals before making decisions based on AI output.

Limitation of Liability for AI Features

To the maximum extent permitted by applicable law, Entagl's total liability for any claims arising from AI-generated content shall not exceed the greater of (a) the amount you paid to Entagl in the three months preceding the claim, or (b) $100 USD. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.

15. Support and Service Level Commitments

Entagl is committed to providing reliable service and timely support. The following commitments apply to all active subscriptions.

Included Support

Entagl will provide support necessary to ensure the AI Agent operates according to the specified features and will assist with successful tuning during the initial 30-day period.

Response Time Commitments

Entagl shall respond to reported issues within the following timeframes:

• Urgent (system down / AI not responding): within 4 hours
• High (major function impaired): within 8 hours
• Medium: within 24 hours
• Low: within 48 hours

These represent response times, not guaranteed resolution times.

Uptime Commitment

Entagl will use commercially reasonable efforts to maintain 99% monthly uptime for the platform.

Downtime Definition

Downtime is defined as periods when the platform is unavailable to users, excluding scheduled planned maintenance, issues caused by the Client or third-party services, or events of force majeure.

Planned Maintenance

Entagl will provide at least 24 hours' notice when feasible for planned maintenance. Maintenance windows will be scheduled outside of peak usage hours whenever possible.

18. Data Processing Addendum (All Customers)

This section is a Data Processing Addendum ("DPA") that applies to all customers whenever Entagl processes personal data of your end customers on your behalf. (Section 13 provides additional Shopify-specific terms.)

Roles and Scope

You are the data controller of your end customers’ personal data; Entagl is your data processor. Processing covers: subject matter — providing the Entagl services; duration — the term of your subscription plus any deletion period; nature and purpose — operating AI customer engagement (messaging, calls, bookings, campaigns, analytics for your dashboard); data types — contact details, conversation content and media, appointment and order details; data subjects — your end customers and team members.

Where You Act for Your Own Client

Some customers use Entagl on behalf of their own clients (for example, marketing agencies managing workspaces for the businesses they serve). In that configuration your client is the data controller, you act as its processor, and Entagl acts as your subprocessor. You warrant that you have a data processing agreement with your client that authorizes Entagl as a subprocessor, that your instructions to us are consistent with that agreement, and that you will pass through to your client the information we make available about subprocessors, international transfers, and personal data breaches — including subprocessor-change notices, so your client can exercise the objection right in this DPA through you. Where the international-transfer clauses below apply in this configuration, Module Three (processor-to-processor) of the Standard Contractual Clauses applies instead of Module Two, with you as data exporter and Entagl as data importer.

Our Obligations as Processor

We will: process personal data only on your documented instructions (including as configured by you in the product); ensure personnel with access are bound by confidentiality; implement the technical and organizational measures described in the Data Security & Encryption section; assist you, taking into account the nature of processing, with data subject requests and with your security and breach-notification obligations; notify you without undue delay after becoming aware of a personal data breach affecting your data; delete or return personal data at the end of the services upon your request; and make available information reasonably necessary to demonstrate compliance, allowing audits no more than once per year at your expense.

Subprocessors

You authorize the subprocessors listed in our Privacy Policy (Subprocessors & Service Providers). We will update that list for any intended material changes, giving you the opportunity to object on reasonable data-protection grounds before the change takes effect. We remain responsible for our subprocessors’ performance.

International Transfers

Where processing involves transfers of personal data protected by EEA, UK, or Swiss law to countries without an adequacy decision, the parties enter into the European Commission’s Standard Contractual Clauses (Decision 2021/914, Module Two: controller-to-processor), which are incorporated into this DPA by reference, with you as data exporter and Entagl as data importer. The UK Addendum and Swiss adaptations apply where relevant.

19. Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

Before filing a claim, you agree to contact us at info@entagl.com and attempt in good faith to resolve the dispute informally for 30 days.

Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, USA, in English. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information.

Disputes will be resolved on an individual basis only. To the maximum extent permitted by law, neither party may participate in a class, consolidated, or representative action.

For any matter not subject to arbitration, the state and federal courts located in Delaware, USA have exclusive jurisdiction, and both parties consent to their venue.

20. Eligibility, Children & Export Control

You must be at least 18 years old (or the age of majority in your jurisdiction) to create an Entagl account. The Service is a business tool and is not directed to children. You may not use the Service to knowingly collect personal information from children under 13 (or the equivalent minimum age in your jurisdiction), and you are responsible for complying with children’s-privacy laws applicable to your audience.

You represent that you are not located in a country subject to comprehensive US sanctions or embargoes, and that you are not on any US government denied-party list. You agree to comply with applicable export control and sanctions laws in your use of the Service.

21. Team Members & Authorized Users

Workspace owners may invite team members and control their permissions in the app. You are responsible for your team members’ compliance with these Terms; their acts and omissions in your workspace are treated as yours. Keep your team’s access up to date and remove users who should no longer have access. Seat availability may depend on your plan.

22. Beta & Preview Features

Features labelled beta, preview, or experimental are provided as-is and as-available, may change or be discontinued at any time without notice, and are excluded from the support and uptime commitments in Section 15. If you provide feedback on any feature, you grant us a perpetual, royalty-free license to use that feedback without restriction.

23. Indemnification

You will defend, indemnify, and hold harmless Entagl and its officers, directors, employees, and agents from and against any claims, damages, and expenses (including reasonable attorneys’ fees) arising from: (a) content and data you or your AI agents process through the Service, including your end customers’ data; (b) your violation of applicable laws, including messaging, telemarketing (e.g., TCPA), and privacy laws; (c) your relationships with your end customers, including commitments your AI agent communicates on your behalf; (d) your misuse of the Service or violation of these Terms; or (e) where you use the Service on behalf of a client, claims by or relating to that client or its end customers arising from your use of the Service for them.

24. Additional Terms & Order of Precedence

The Affiliate Program Terms (entagl.com/affiliate-terms) and Referral Program Terms (entagl.com/refer-terms) are incorporated by reference and govern participation in those programs; for their subject matter, they control over these Terms. If a Business Associate Agreement is executed for your workspace, it controls with respect to protected health information. The Data Processing Addendum in Section 18 controls with respect to processing of personal data. Otherwise, these Terms control.

If you have signed a separate written commercial agreement with Entagl — for example a custom automation service agreement, a statement of work, an order form, or an enterprise agreement — that agreement controls over these Terms for the subject matter it covers, including pricing, included credits, payment and invoicing schedules, delivery and acceptance, term and termination, and any confidentiality terms negotiated in it. These Terms continue to apply to everything that agreement does not address: where it is silent, these Terms fill the gap rather than being displaced. No commercial agreement reduces the rights of your end customers under our Privacy Policy or the Data Processing Addendum in Section 18.

25. Agencies & Use on Behalf of Clients

You may use the Service to provide services to your own clients — for example, as a marketing agency managing AI agents for the businesses you serve. This section applies whenever you create or manage a workspace for a client, in addition to the rest of these Terms. (For data-protection roles when you act for a client, see the Data Processing Addendum in Section 18.)

Your Responsibility for Client Workspaces

You remain fully responsible for every workspace under your account or control: for compliance with these Terms, for all fees the workspace incurs, for the accuracy of the business data you configure, and for your clients’ use of the Service. Your clients’ acts and omissions are treated as yours. You must have an agreement with each client that authorizes you to operate the Service on their behalf, including connecting their messaging channels and processing their customers’ data.

Billing

As the account holder you are liable for all subscription fees, credits, and overage charges in workspaces you control, whether or not your client reimburses you. A client ending its relationship with you does not entitle you to a refund, and charges continue until you cancel or downgrade the affected workspace.

Workspace Control & Client Separations

The account holder controls a workspace and its data. Entagl is not a party to disputes between you and your clients, and we will not transfer a workspace or hand over its data to your client without the account holder’s consent unless we are legally required to do so. If a client relationship ends, you are responsible for exporting or returning the client’s data (the product’s data-export tools can be used for this) and for deleting data you no longer have a right to process.

Keeping Client Data Separate

Each client’s data — contacts, conversations, media, and campaign lists — may be used only for that client and only within that client’s workspace. You must not combine, pool, or reuse one client’s data (including audiences and contact lists) for another client or for your own purposes.

Consents & Lawful Basis

You are responsible for ensuring a lawful basis exists for all personal data processed in workspaces you manage, whether the data is yours or your client’s. This includes marketing consents and opt-ins for campaign recipients, compliance with telemarketing and messaging laws (such as the TCPA), and compliance with each messaging platform’s policies for every client channel you connect.

Representing the Service

You may tell clients and prospects that you use Entagl to deliver your services. You may not present the platform as your own product — Entagl does not offer white-label or rebranded versions of the Service — and you may not claim a partnership with, or endorsement by, Entagl beyond what a written agreement between us actually provides.

Healthcare Clients (HIPAA)

If your client is a covered entity under HIPAA, the required chain of Business Associate Agreements must be in place before any protected health information reaches the Service: either the covered entity itself accepts our Business Associate Agreement, or you act as its business associate with written authority to engage Entagl as a subcontractor. Do not enable HIPAA features for a client workspace without that authority.

26. Fair Use and Service Limits

To keep the Service fast and available for everyone, Entagl applies fair-use limits on how often requests can be made to the platform. These limits are set well above normal use — you are very unlikely to reach them through ordinary day-to-day activity — and exist to stop automated abuse, runaway scripts, and traffic that would degrade the Service for other customers. Reaching a limit temporarily refuses the request; nothing is deleted, and your account is not suspended.

General Platform Limits

Requests to the Entagl platform — from your dashboard, the mobile app, and our API — are limited to 5,000 requests every 15 minutes from a single internet address. Ordinary use, including the app refreshing your inbox and dashboards in the background, sits far below this. Requests beyond the limit receive a “too many requests” response and can be retried once the 15-minute window has passed.

Sign-In and Account Setup Limits

Sign-in, account, and onboarding requests are limited more tightly — 500 requests every 15 minutes from a single internet address — because these are the pages most often targeted by password-guessing attacks. This is far more than any real sign-in or account-setup session needs.

Website Chat Widget Limits

The chat widget you place on your website is open to the public, so it carries its own limits. Each visitor may make up to 300 requests to a given widget every 10 minutes, and each widget is capped at 200,000 requests per day in total. A visitor holding a normal conversation uses a small fraction of this, so these limits only take effect against scripted or automated traffic. If a limit is reached, the widget shows the visitor a short message asking them to try again in a moment.

AI Credit Allowances Are Separate

Request limits are separate from your AI usage allowance. AI usage is metered in credits against your plan, as described in Section 17 (Credits, Quota & Usage). The two are independent: staying within the request limits does not extend your credit allowance, and having credits available does not exempt you from the request limits. When your credits run out and pay-as-you-go overage is switched off, AI responses stop — including the contextual welcome message shown by the website widget — until your allowance renews or you add credits.

Changes to These Limits

We may adjust these limits — including introducing limits that differ by plan — to protect the stability, security, and availability of the Service. Where a change would lower a limit in a way that affects normal use of your account, we will give you reasonable advance notice by email or in the app. We may apply a reduction immediately, without prior notice, where it is needed to stop abuse, a security incident, or activity that is degrading the Service for other customers, and we will tell you as soon as we reasonably can afterwards.

27. Confidentiality

Each party may receive information from the other that is not public and that a reasonable person would understand to be confidential ("Confidential Information"). Each party will use the other's Confidential Information only to perform its obligations and exercise its rights under these Terms, will protect it with at least the same care it applies to its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to personnel, affiliates, and professional advisers who need it and are bound by comparable obligations.

What This Covers

For you, Confidential Information includes your pricing, catalogs and product data, business procedures, knowledge base and FAQ material, leads and contact records, and customer conversations. For Entagl, it includes the technology, architecture, security practices, methods, and non-public commercial terms behind the Service. This section governs commercial confidentiality. The handling of personal data is governed by our Privacy Policy and the Data Processing Addendum in Section 18, which continue to apply in full and are not replaced by this section.

Exclusions and Compelled Disclosure

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party before disclosure without a duty of confidence, is independently developed without use of the other party's Confidential Information, or is lawfully obtained from a third party without restriction. A party may disclose Confidential Information where required by law, regulation, or court order, provided it gives prompt notice to the other party where legally permitted so that party may seek protective treatment.

Duration

These obligations continue for three (3) years after your account is closed or these Terms otherwise end, and indefinitely for trade secrets for as long as they remain trade secrets under applicable law.