Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Vendocker LLC ("Company", "we", "us", or "our"), the parent holding company of the Vendschat product and service. Vendocker LLC is the legal entity that owns and operates Vendschat; references to "the Company", "we", "us", and "our" in these Terms include Vendocker LLC and, where applicable, its product brands and corporate subsidiaries.

Your access to and use of Vendschat is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use Vendschat. By accessing or using Vendschat, you agree to be bound by these Terms.

Vendschat's use of Meta Platform APIs (including the WhatsApp Business Platform, Messenger Platform, and Instagram Messaging API) is subject to Meta's Platform Terms and Business Tools Terms. Your use of Vendschat to access Meta's platforms must comply with Meta's policies in addition to these Terms. See Section 6 for details.

For privacy and GDPR-related inquiries, please contact us at privacy@vendschat.com. For general legal inquiries: legal@vendschat.com.

Vendschat is an omnichannel business messaging platform that provides the following services (collectively, the "Service"):

• Unified Inbox: A single interface to manage conversations across WhatsApp, Instagram Direct Messages, Facebook Messenger, and email channels.
• AI-Powered Features: Smart reply suggestions, conversation summaries, and AI agent automation to streamline team workflows.
• Broadcast Messaging: Tools to send approved WhatsApp template messages and bulk notifications to opted-in contacts.
• Automation Workflows: Native integration connectors for n8n, Make, and Zapier, enabling multi-step automation triggered by messaging events.
• CRM Integrations: Bidirectional data sync with HubSpot and other connected tools.
• Contact Management: Structured storage of contact records, conversation history, labels, and notes.
• Developer API: RESTful API access for programmatic integration (Advanced plan).
• Analytics & Reporting: Dashboards covering response times, team performance, and campaign outcomes.

Vendschat is provided as a software-as-a-service ("SaaS") platform. We reserve the right to modify, suspend, or discontinue features of the Service at any time, with reasonable prior notice where practicable.

3.1 Eligibility Requirements

To use Vendschat, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction
• Represent a business, organization, or act in a professional capacity (Vendschat is a business-to-business service)
• Have the legal capacity and authority to enter into this Agreement
• Not be located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country
• Not be listed on any U.S. Government list of prohibited or restricted parties
• Not have been previously suspended or removed from Vendschat for violation of these Terms

3.2 Account Registration

To access the Service you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Use a strong password that meets the security standards displayed during registration
• Accept full responsibility for all activities that occur under your account
• Immediately notify us at support@vendschat.com if you suspect unauthorized access or a security breach

Accounts registered by bots or automated methods are prohibited. Each user must register only one account unless otherwise authorized. Account credentials may not be shared across multiple users unless you are on a plan that explicitly supports shared access.

3.3 Workspace & Organization Structure

Vendschat uses a workspace model. One organization may contain multiple workspaces (subject to plan limits). The organization owner and designated workspace administrators are responsible for managing team members, permissions, connected channels, and data within their workspaces. Administrators must ensure all team members comply with these Terms.

3.4 Account Security

You are responsible for maintaining the security of your account. We cannot and will not be liable for any loss or damage arising from your failure to maintain adequate security of your account credentials. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

4.1 Subscription Plans

Vendschat offers subscription-based plans ("Plans") as described on our Plan features, limitations (including contact limits and seat counts), and pricing are subject to change. We will provide reasonable prior notice of material changes to Plan pricing or features. Pricing page.

4.2 Free Trial

We may offer a limited, non-renewable free trial period. During the trial:

• Some features or channel connections may be restricted
• The trial does not automatically convert into a paid subscription; you must actively select and pay for a Plan
• We reserve the right to modify or discontinue the free trial offer at any time without notice

4.3 Billing & Payment

Paid Plans are billed in advance on a recurring basis (monthly or annually, as selected). By providing payment information, you authorize us to charge you on the applicable billing cycle. All fees are:

• Displayed exclusive of applicable taxes (VAT, GST, sales tax, or other governmental charges), which are your responsibility
• Processed via Stripe, our third-party payment processor
• Due and payable at the start of each billing period; failure to pay may result in service suspension

A late fee equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law may be applied to overdue balances. All outstanding amounts become immediately due upon late payment.

4.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period using your payment method on file, unless you cancel before the renewal date. You may manage your subscription and cancel auto-renewal in your workspace settings or by contacting support@vendschat.com. Cancellation takes effect at the end of the current paid period; no prorated refunds are issued for unused time.

4.5 Refund Policy

Except as required by applicable law, all subscription fees are non-refundable. There are no refunds or credits for partial periods, unused features, or downgrades mid-cycle. Refund requests may be considered on a case-by-case basis at our sole discretion. To request a refund consideration, contact support@vendschat.com.

4.6 Usage-Based Charges & Overage

Certain Plans include usage limits (e.g., monthly active contacts, seats). If your usage exceeds your Plan's included limits, overage charges will apply as described on the Pricing page and in your workspace settings. You agree to pay all overage charges incurred.

4.7 Third-Party Messaging Fees

Vendschat subscription fees are separate from and exclusive of any charges imposed by third-party messaging platforms (such as Meta's WhatsApp Business Platform, which charges per conversation in some regions). Such third-party charges are your sole responsibility, whether paid directly to the third party or invoiced through Vendschat where we act as a reseller of such access.

4.8 Price Changes

We may modify subscription fees at our discretion. Any fee change will take effect at the start of your next billing period following at least 30 days' prior written notice. Your continued use of the Service after the price change becomes effective constitutes acceptance of the new pricing.

You may use Vendschat only for lawful business purposes and in compliance with these Terms, all applicable laws and regulations, and the policies of any connected third-party platform.

5.1 Prohibited Activities

You must not use Vendschat to:

5.2 Content Standards

All content you send through Vendschat must:

• Comply with all applicable laws, including consumer protection, anti-spam, and electronic communications regulations (e.g., CAN-SPAM, TCPA, GDPR, CASL)
• Reflect accurately the nature of your business and the purpose of the communication
• Not mislead recipients about the identity of the sender or the content of the message
• Honor opt-out requests promptly and permanently; you must maintain your own opt-out and consent management systems

5.3 Fair Use

To protect service quality for all users, we reserve the right to enforce reasonable limits on any feature of the Service, including message volume, API call frequency, data storage, and number of contacts or workspaces. Abnormal or abusive usage patterns may result in service throttling, suspension, or termination of your account.

5.4 Enforcement

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, without notice and without refund. We reserve the right to report illegal activity to the appropriate authorities and to cooperate with law enforcement investigations.

7.1 Consent & Opt-In Requirements

You are solely responsible for ensuring you have the appropriate legal basis and, where required, documented consent to contact each recipient through each channel. Specifically:

• WhatsApp: You must have valid opt-in consent before initiating business-initiated conversations. Consent must be obtained outside of WhatsApp (e.g., via website form, checkout, or in-person) and clearly disclose the WhatsApp nature of communications.
• Instagram DM & Facebook Messenger: You may only respond within the platform-permitted messaging windows. Marketing opt-in requirements per Meta's Messenger Policy must be followed.
• Email: All email communications must comply with applicable anti-spam laws (CAN-SPAM, CASL, GDPR, etc.) and include proper unsubscribe mechanisms.

7.2 Broadcast & Template Messages

Broadcast campaigns must only be sent to contacts who have explicitly consented to receive your communications. You may not use Vendschat's broadcast feature to send unsolicited messages. All WhatsApp template messages must be pre-approved by Meta before use; you are responsible for obtaining that approval and ensuring template content meets Meta's guidelines.

7.3 Prohibited Message Content

You may not send messages through Vendschat that:

• Constitute spam, phishing, or fraudulent communications
• Contain misinformation or deliberately false claims
• Promote products or services prohibited by Meta's Commerce Policy (e.g., firearms, illegal drugs, tobacco, gambling in restricted jurisdictions)
• Violate any third party's intellectual property rights
• Harass, threaten, or discriminate against any recipient based on protected characteristics

7.4 Opt-Out Compliance

You must honor opt-out and unsubscribe requests promptly (within 10 business days at most, or within the timeframe required by applicable law, whichever is shorter). You are responsible for maintaining your own opt-out lists and ensuring opted-out contacts are not contacted through Vendschat.

8.1 Your Content

"User Content" means all data, messages, contact records, templates, media files, automation workflows, and other content you upload, submit, or transmit through Vendschat. You retain ownership of all User Content.

8.2 License to Vendschat

By submitting User Content to Vendschat, you grant Vendocker LLC a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display your User Content solely as necessary to provide and maintain the Service. This license does not grant us the right to sell your content, use it for advertising, or share it with third parties except as described in our Privacy Policy.

8.3 Your Representations

By submitting User Content, you represent and warrant that:

• You have all necessary rights, licenses, and permissions to submit the content
• The content does not violate any third-party rights or applicable laws
• Contact data you upload has been lawfully obtained and you have a valid legal basis to process it in the manner intended
• All message recipients have provided the required consent for the type of communication you intend to send

8.4 Data You Store About End-Customers

When you store information about your own customers (end-customers) in Vendschat, you are the data controller for that data. You must:

• Have a lawful basis for processing end-customer data
• Maintain your own privacy policy that discloses your use of Vendschat as a data processor
• Honor end-customer requests for data access, correction, and deletion, including by submitting deletion requests to us as needed
• Not upload sensitive personal data (as defined under GDPR Article 9) without appropriate safeguards and lawful bases

8.5 Content Backups

While we perform regular backups, we do not guarantee the absence of data loss or corruption. You are responsible for maintaining independent backups of critical data. Vendschat shall not be liable for any loss or corruption of User Content beyond what is covered by our standard service obligations.

8.6 Content Removal

We reserve the right to remove, restrict, or block any User Content that:

• Violates these Terms or applicable law
• Is subject to a valid takedown notice or court order
• Poses a risk to the safety, security, or integrity of the Service
• Infringes any third-party intellectual property rights

Content removal does not entitle you to any refund or compensation.

8.7 Law Enforcement & Government Requests

Our procedures for requests from public authorities for personal data are described in Section 8.4 of our Privacy Policy, including legal review, challenging unlawful requests, data minimization, and internal documentation. Government and law enforcement requests may be directed to privacy@vendschat.com with the subject line "Government Request".

9.1 Vendschat Intellectual Property

Vendschat, including its software, user interfaces, algorithms, AI models, documentation, trademarks, logos, and all related intellectual property, is owned by Vendocker LLC and its licensors. Nothing in these Terms transfers any intellectual property rights to you.

9.2 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Service solely for your internal business purposes during the term of your subscription. You may not:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer, decompile, or attempt to extract source code
• Create derivative works based on the Service
• Reproduce or use Vendschat's trademarks, logos, or brand assets without prior written consent

9.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, implement, and incorporate that Feedback into the Service without any obligation or compensation to you.

9.4 Trademark License (Customer Reference)

By using Vendschat, you grant us a limited, non-exclusive, non-transferable license to use your company name and logo solely to identify you as a customer of Vendschat in our marketing materials, case studies, and website customer lists. You may revoke this permission at any time by written notice to legal@vendschat.com.

Vendschat's Developer REST API (available on Advanced plan) allows programmatic access to your workspace data. By using the API, you agree to the following additional terms:

• Authentication: API access requires a valid API key (Bearer token). You are responsible for keeping your API key secure. Do not commit API keys to public repositories or share them with unauthorized parties.
• Rate Limits: API usage is subject to rate limits as documented in our developer documentation. Exceeding rate limits may result in temporary throttling or suspension of API access.
• Permitted Uses: The API may be used to build internal integrations, automate workflows, and sync data with your own systems. You may not use the API to scrape data, build competitive products, or enable unauthorized access to other users' data.
• No Liability for API Use: We are not liable for any damages or losses arising from your use of the API or from third-party products that access Vendschat through the API.
• API Changes: We reserve the right to modify, deprecate, or discontinue API endpoints. We will provide reasonable notice of breaking changes.
• Meta API Compliance: API-based access to Meta-connected channels (WhatsApp, Instagram, Messenger) via our API must comply with all Meta Platform Terms and policies, as if you were accessing Meta's APIs directly.

Vendschat provides connectivity with third-party services (including Make, Zapier, n8n, and HubSpot). When you activate an integration:

• You authorize Vendschat to share your data with that third-party service as described in our Privacy Policy
• Your use of the third-party service is governed by that service's own terms of service and privacy policy; we are not responsible for their practices
• We do not guarantee the availability, accuracy, or security of third-party integrations and are not liable for any loss or damage caused by third-party service failures
• You must ensure your use of integrations complies with all applicable data protection laws and the terms of the integrated services
• We reserve the right to discontinue or modify integrations at any time, with notice where reasonably practicable

External resources and websites accessible through Vendschat integrations are outside our control. We are not responsible for the content, availability, or privacy practices of external sites or services.

We strive to maintain high availability of Vendschat, but we do not guarantee uninterrupted access. We reserve the right to:

• Perform scheduled and emergency maintenance that may temporarily interrupt the Service; we will provide advance notice for planned maintenance where possible
• Modify or discontinue features or the Service as a whole, with reasonable notice
• Suspend access to the Service due to security incidents, force majeure events (including natural disasters, infrastructure failures, labor actions, government actions, or other events outside our reasonable control), or legal obligations

Vendschat is dependent on third-party infrastructure and Meta's platform APIs. We are not liable for service interruptions caused by Meta, WhatsApp, Instagram, Facebook, Hetzner Online GmbH, Ably, or other third parties.

If we terminate the Service in its entirety, we will provide reasonable prior notice and cooperate with you to enable export of your data in accordance with our data export tools and applicable law.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, Vendocker LLC expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Service will meet your specific requirements
• Warranties that the Service will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of any content delivered through the Service
• Warranties that defects in the Service will be corrected
• Warranties regarding the results you may obtain from using the Service, including any AI-generated content, suggestions, or summaries

AI-generated features (smart replies, summaries, agent suggestions) are provided for convenience and may contain errors or inaccuracies. You are solely responsible for reviewing and approving any AI-generated content before sending it to customers.

Some jurisdictions do not allow the exclusion of certain implied warranties, so the above exclusions may not apply to you in full.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOCKER LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, loss of data, loss of goodwill, or business interruption
• Damages arising from unauthorized access to or use of your account or data
• Damages arising from actions or omissions of Meta, WhatsApp, or other third-party platform providers
• Damages resulting from suspension or termination of your connected Meta channels by Meta
• Damages arising from your use of AI-generated content without adequate human review
• Any loss or corruption of User Content

In any case, Vendocker LLC's total cumulative liability to you for any claims under these Terms shall not exceed the greater of (a) the amounts actually paid by you to Vendocker LLC in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) USD $100.

This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if Vendocker LLC has been advised of the possibility of such damages.

Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

14.1 Australian Users

Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, or right you may have under the Competition and Consumer Act 2010 (Cth) or similar state/territory legislation that cannot be excluded by law. To the fullest extent permitted by law, our liability for breach of a non-excludable right is limited, at our discretion, to re-performance of the Service or payment of the cost of having the Service re-supplied.

You agree to defend, indemnify, and hold harmless Vendocker LLC and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Service
• Your violation of these Terms
• Your violation of any Meta Platform Terms, WhatsApp Business Policy, or other third-party platform policies
• Your violation of any applicable law, rule, or regulation, including data protection and anti-spam laws
• Any User Content you submit, including contact lists and message content
• Your failure to obtain proper consent from message recipients
• Your infringement of any third-party intellectual property or privacy rights
• Any claim by end-customers or third parties arising from your use of their data within Vendschat

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of any such claim.

16.1 Termination by You

You may terminate your account and subscription at any time by:

• Using the account deletion tools in Settings within the Vendschat application
• Contacting us at support@vendschat.com

Termination takes effect at the end of your current paid billing period. No refunds are issued for the remainder of the unused subscription period. All workspace data will be deleted in accordance with our data retention policy.

16.2 Termination by Vendschat

We reserve the right to suspend or terminate your account with immediate effect, with or without prior notice, if:

• You breach any provision of these Terms
• You violate Meta's Platform Terms or messaging policies
• Your account is involved in fraudulent, abusive, or illegal activity
• We are required to do so by law or a competent authority
• Continued provision of the Service to you poses a risk to other users or to Vendschat's infrastructure

Termination for cause does not entitle you to any refund and does not release you from any payment obligations already incurred.

16.3 Effect of Termination

Upon termination, all licenses and rights granted to you under these Terms immediately cease. You must immediately stop using the Service and all API access tokens. Sections relating to intellectual property, liability, indemnification, governing law, and dispute resolution survive termination.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

For users located in the European Union or United Kingdom, mandatory consumer protection provisions of the law of your country of residence may apply in addition to these Terms, to the extent they cannot be contractually excluded.

The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

18.1 Informal Resolution

Before initiating formal proceedings, you agree to attempt to resolve any dispute informally by contacting us at legal@vendschat.com with a written description of the dispute, the relief you are seeking, and your contact information. We will attempt to respond within 30 days. If we are unable to resolve the dispute informally within 60 days, either party may proceed to formal dispute resolution.

18.2 Binding Arbitration (US Users)

For users located in the United States, any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's award shall be final and binding. Each party shall bear its own legal fees unless the arbitrator determines otherwise.

Class Action Waiver: You waive any right to participate in a class action lawsuit or class-wide arbitration against Vendocker LLC.

18.3 Jurisdiction (Non-US Users)

For users outside the United States, any dispute arising out of these Terms that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of the State of Delaware, United States, except where mandatory consumer protection laws in your jurisdiction provide otherwise.

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective Date" at the top of this page
• Send notice to the email address associated with your account at least 30 days before material changes take effect (where applicable law requires)
• Display a prominent notice within the Vendschat application

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the Service and may terminate your account. We will retain prior versions of these Terms upon request.

20.0 Corporate Structure

Vendschat is a product brand owned and operated by Vendocker LLC, its parent holding company. Vendocker LLC is the contracting entity under these Terms and is responsible for the Vendschat service. The relationship between Vendocker LLC and Vendschat is that of a parent holding company and its product — Vendocker LLC holds all legal rights, intellectual property, contracts, and obligations relating to Vendschat. Any references in these Terms to "the Company", "we", "us", or "our" refer to Vendocker LLC and, where the context requires, its product brands and corporate subsidiaries.

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or supplemental terms, constitute the entire agreement between you and Vendocker LLC with respect to the Service and supersede all prior agreements, representations, and understandings.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall remain in full force and effect.

20.3 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future. No waiver of any breach shall be deemed a continuing waiver or a waiver of any other breach.

20.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign our rights and obligations under these Terms — including in connection with a merger, acquisition, sale of assets, or any corporate reorganization within the Vendocker LLC corporate group — with notice to you. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

20.5 Service Interruption & Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, infrastructure failures, internet outages, or actions of third-party platform providers (including Meta).

20.6 No Resale

You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of Vendschat or the Service without our express prior written permission.

20.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between you and Vendocker LLC. You and Vendocker LLC are independent contractors.

20.8 Authoritative Language

These Terms are drawn up in English. Any translations provided are for informational purposes only. In the event of inconsistency between language versions, the English version shall prevail.

20.9 Notices

All notices under these Terms must be in writing. We will send notices to the email address associated with your account. You must send notices to us at legal@vendschat.com. Notices are effective upon confirmed delivery.

If you have questions about these Terms or need to reach our legal team, please contact us:

For Meta Platform-related complaints or data deletion requests pertaining to WhatsApp, Instagram, or Messenger data, please also refer to our Data Deletion Policy.