Terms of Service

Effective Date: April 11, 2026

These Terms of Service govern your access to and use of VERSAAS Holdings's website, products, and services. By using our Services, you agree to be bound by these Terms. Please read them carefully.

Important Notice

These Terms include a binding arbitration clause and class action waiver in Section 14. By agreeing to these Terms, you waive certain rights to participate in class actions and agree to resolve disputes through individual arbitration.

1. Acceptance of Terms

By accessing or using the website, applications, and services provided by VERSAAS Holdings ("Company," "we," "us," or "our"), you ("User," "you," or "your") agree to be legally bound by these Terms of Service ("Terms"), our Privacy Policy, and all applicable laws and regulations. Please read these Terms carefully before using our Services. If you do not agree to these Terms, you must not access or use our Services. These Terms constitute a legally binding agreement between you and VERSAAS Holdings. We may update these Terms from time to time, and your continued use of the Services after any changes constitutes acceptance of the new Terms.

2. Eligibility

To use our Services, you must: • Be at least 18 years of age or the age of legal majority in your jurisdiction • Have the legal authority to enter into a binding contract • Not be barred from using the Services under applicable law • If using on behalf of an organization, have the authority to bind that organization to these Terms Business Accounts: If you are using our Services for a business or organization, you represent that you have the authority to act on behalf of that entity, and that entity agrees to be bound by these Terms. Geographic Restrictions: Our Services may not be available in all jurisdictions. You are responsible for ensuring your use of the Services complies with all applicable local, state, national, and international laws and regulations.

3. Description of Services

VERSAAS Holdings is a SaaS (Software as a Service) factory providing technology solutions, including but not limited to: Core Services • WhatsApp Business API integration and automation • Facebook Business/Meta platform integrations • AI-powered customer engagement and chatbot solutions • Order management and e-commerce automation • Product catalog management • Customer support automation • Analytics and reporting dashboards Specific Products Our portfolio includes products such as Replyk.io—an AI-powered WhatsApp automation platform for e-commerce businesses that provides autonomous sales agents, order management, shipping logistics, broadcast campaigns, and analytics—and other SaaS solutions, each with their own specific features and pricing. Third-Party Integrations Our Services integrate with third-party platforms including Meta (Facebook, WhatsApp, Instagram), payment processors, and other business tools. Your use of these integrations is subject to the respective third-party terms and policies. Service Modifications We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of significant changes.

4. Account Registration and Security

4.1 Account Creation

To access certain features of our Services, you must create an account. You agree to: • Provide accurate, current, and complete registration information • Maintain and promptly update your account information • Keep your login credentials secure and confidential • Immediately notify us of any unauthorized access to your account

4.2 Account Security

You are solely responsible for: • All activities that occur under your account • Maintaining the confidentiality of your password and access credentials • Ensuring that access to your account is restricted to authorized users only • Implementing appropriate security measures for your account We recommend enabling two-factor authentication (2FA) when available.

4.3 Account Suspension and Termination

We may suspend or terminate your account if: • You violate these Terms or any applicable policies • We suspect fraudulent, abusive, or illegal activity • Your account remains inactive for an extended period • Required by law or legal process • You fail to pay applicable fees You may terminate your account at any time by contacting us at [email protected].

5. Subscription and Payments

5.1 Pricing and Plans

Our Services are offered on various subscription plans: • Plans and pricing are as described on our website at the time of purchase • Prices are subject to change with 30 days' notice for existing subscribers • All prices are exclusive of applicable taxes unless otherwise stated • Custom enterprise pricing is available upon request

5.2 Billing and Payment

• Subscription fees are billed in advance on a monthly or annual basis • Payment is due upon invoice or as otherwise agreed • We accept major credit cards, bank transfers, and other methods as indicated • Failed payments may result in service interruption or suspension • You authorize us to charge your payment method for recurring fees

5.3 Refund Policy

• Monthly subscriptions: No refunds for partial months • Annual subscriptions: Pro-rata refund may be available within the first 30 days, at our discretion • Service credits may be issued for documented service outages as per our SLA • Refund requests should be submitted to [email protected]

5.4 Taxes

You are responsible for all applicable taxes, including VAT, sales tax, GST, or similar taxes. We will collect and remit taxes where legally required. If you are tax-exempt, you must provide valid exemption documentation.

5.5 Subscription Changes

• You may upgrade your plan at any time (prorated charges apply) • Downgrades take effect at the next billing cycle • No refunds are provided for downgrades • Feature access may change based on your plan level

6. Acceptable Use Policy

6.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to: • Use the Services for legitimate business purposes only • Comply with all applicable laws and regulations • Respect the intellectual property rights of others • Follow Meta/WhatsApp Business policies and guidelines • Maintain accurate records of consent for messaging

6.2 Prohibited Activities

You agree NOT to: Illegal Activities • Use the Services for any illegal purpose or to violate any laws • Engage in fraud, money laundering, or other financial crimes • Distribute illegal content or facilitate illegal activities Abusive Behavior • Send spam, unsolicited messages, or excessive communications • Harass, threaten, or abuse users or third parties • Impersonate any person or entity • Use the Services to send messages without proper consent Technical Abuse • Attempt to gain unauthorized access to our systems or user accounts • Interfere with or disrupt the Services or servers • Introduce malware, viruses, or other harmful code • Reverse engineer, decompile, or disassemble the Services • Scrape, mine, or harvest data without authorization • Circumvent rate limits, security measures, or access controls Platform Policy Violations • Violate Meta/Facebook or WhatsApp terms and policies • Use unauthorized or unofficial API access methods • Exceed API rate limits or usage quotas • Misrepresent your identity to Meta platforms

6.3 API Usage

If you access our Services via API: • You must comply with our API documentation and rate limits • API keys and credentials must be kept confidential • You may not share API access with unauthorized third parties • We reserve the right to revoke API access for violations

6.4 Enforcement

We reserve the right to: • Monitor usage for compliance with these Terms • Investigate suspected violations • Take appropriate action, including account suspension or termination • Report illegal activities to law enforcement authorities

7. User Content and Data

7.1 Your Data Ownership

You retain all ownership rights to your data and content uploaded to or processed through our Services ("User Content"). We do not claim ownership of your User Content.

7.2 License Grant

By using our Services, you grant us a limited, non-exclusive, royalty-free license to: • Host, store, and process your User Content to provide the Services • Display your User Content as necessary for service functionality • Create anonymized, aggregated data for analytics and service improvement This license terminates when you delete your content or account, except for data retained as required by law.

7.3 Content Responsibilities

You are solely responsible for: • The accuracy and legality of your User Content • Ensuring you have all necessary rights and consents • Obtaining consent from end-users for messaging and data collection • Compliance with data protection regulations (GDPR, CCPA, etc.) • Maintaining backups of your critical data

7.4 Data Processing

To the extent we process personal data on your behalf: • We act as a data processor under your instructions • We process data only as necessary to provide the Services • We implement appropriate security measures • A Data Processing Agreement (DPA) is available upon request

8. Intellectual Property Rights

8.1 Company Intellectual Property

All intellectual property rights in the Services, including but not limited to: • Software, source code, and algorithms • User interfaces and visual designs • Trademarks, logos, and brand elements • Documentation and training materials • Trade secrets and proprietary information are and remain the exclusive property of VERSAAS Holdings and its licensors. You receive only the limited rights expressly granted in these Terms.

8.2 Trademarks

VERSAAS, Replyk.io, and other product names, logos, and service marks are trademarks of VERSAAS Holdings. You may not use our trademarks without prior written permission. Third-party trademarks mentioned in the Services are the property of their respective owners.

8.3 Feedback

If you provide feedback, suggestions, or ideas regarding our Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into our Services without any obligation to you.

8.4 Copyright Infringement

If you believe any content on our Services infringes your copyright, please contact us at [email protected] with: • Identification of the copyrighted work • Location of the allegedly infringing material • Your contact information • A statement of good faith belief • A statement of accuracy under penalty of perjury

9. Third-Party Services and Integrations

9.1 Meta/Facebook and WhatsApp

Our Services integrate with Meta's platforms, including WhatsApp Business API. By using these integrations: • You agree to comply with Meta's Terms of Service and Business Policies • You agree to comply with WhatsApp Business Messaging Policy • You acknowledge that Meta may modify or discontinue APIs • You understand that Meta's actions affecting their platforms may impact our Services • You are responsible for your own compliance with Meta's requirements

9.2 Other Third Parties

Our Services may integrate with other third-party services (payment processors, analytics, etc.): • Third-party services are governed by their own terms and privacy policies • We are not responsible for the functionality or availability of third-party services • Third-party integrations may require separate subscriptions or fees • You must comply with all applicable third-party terms

9.3 Third-Party Links

Our Services may contain links to third-party websites. We do not control, endorse, or assume responsibility for any third-party sites or their content, policies, or practices.

10. Warranties and Disclaimers

10.1 Service Availability

We strive to maintain high availability of our Services. However: • We do not guarantee uninterrupted or error-free service • Scheduled maintenance may cause temporary service interruptions • We will make reasonable efforts to provide advance notice of planned downtime

10.2 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: • IMPLIED WARRANTIES OF MERCHANTABILITY • FITNESS FOR A PARTICULAR PURPOSE • NON-INFRINGEMENT • ACCURACY, RELIABILITY, OR COMPLETENESS • UNINTERRUPTED OR ERROR-FREE OPERATION WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT ANY ERRORS WILL BE CORRECTED.

10.3 Third-Party Dependencies

We are not responsible for: • Actions, changes, or outages of third-party platforms (including Meta/WhatsApp) • Changes to third-party APIs or terms of service • Features that depend on third-party availability • Data loss caused by third-party service failures

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERSAAS HOLDINGS SHALL NOT BE LIABLE FOR: • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES • LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES • COST OF SUBSTITUTE SERVICES • BUSINESS INTERRUPTION • REPUTATIONAL HARM REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: • THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR • ONE HUNDRED U.S. DOLLARS ($100) This limitation applies to all claims, whether based on contract, tort, negligence, strict liability, or any other theory.

11.3 Exceptions

The limitations above may not apply to: • Liability that cannot be excluded by law • Liability arising from fraud or willful misconduct • Your breach of acceptable use policies • Your indemnification obligations

11.4 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, internet or telecommunications failures, power outages, or third-party service failures.

12. Indemnification

You agree to indemnify, defend, and hold harmless VERSAAS Holdings, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: • Your use of the Services • Your User Content or data • Your violation of these Terms • Your violation of any third-party rights, including privacy rights • Your violation of any applicable laws or regulations • Your breach of Meta/WhatsApp policies • Claims by your end-users or customers • Any unauthorized access to your account We reserve the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

13. Termination

13.1 Termination by You

You may terminate your account at any time by: • Contacting support at [email protected] • Using the account deletion feature in your dashboard (if available) Termination does not entitle you to any refund of prepaid fees, except as expressly stated in our refund policy.

13.2 Termination by Us

We may terminate or suspend your account immediately, without prior notice, if: • You breach these Terms or any applicable policies • We suspect fraud, abuse, or illegal activity • Required by law or legal process • You fail to pay applicable fees after notice

13.3 Effect of Termination

Upon termination: • Your right to access and use the Services will cease immediately • You must stop using our APIs and integrations • We may delete your User Content after a reasonable retention period (typically 30-90 days) • Provisions that by their nature should survive will survive termination (including intellectual property, limitation of liability, indemnification, and dispute resolution)

13.4 Data Export

Before termination, you may request export of your User Content. We will provide data in a standard format where technically feasible. Data export requests must be submitted at least 14 days before account termination.

14. Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising from or related to them or the Services shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve disputes through good faith negotiations for at least 30 days before either party may initiate formal proceedings.

14.3 Binding Arbitration

If informal resolution fails, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Albuquerque, New Mexico, or at a mutually agreed location. Arbitration Procedures: • The arbitration will be conducted by a single arbitrator • The arbitrator's decision will be final and binding • Judgment upon the award may be entered in any court of competent jurisdiction • Each party will bear its own costs, with arbitration fees split equally unless the arbitrator determines otherwise

14.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this provision is found unenforceable, the entire dispute resolution section shall be void.

14.5 Exceptions

Notwithstanding the above, either party may: • Seek injunctive or equitable relief in any court of competent jurisdiction • Pursue claims in small claims court if eligible • Seek remedies that cannot be waived under applicable law

15. Miscellaneous Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific services, constitute the entire agreement between you and VERSAAS Holdings regarding the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

15.3 No Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

15.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

15.5 Notices

Notices to you may be sent via email to the address associated with your account or posted on the Services. Notices to us should be sent to: VERSAAS Holdings 8206 Louisiana Blvd Ne, Ste A #7849, Albuquerque, New Mexico 87113, United States Email: [email protected]

15.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and VERSAAS Holdings. You are an independent contractor and have no authority to bind us in any way.

15.7 Export Compliance

You agree to comply with all applicable export control laws and regulations. You may not use or export the Services in violation of U.S. export laws or any other applicable laws.

15.8 Government Users

If you are a U.S. government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" as defined in applicable federal regulations.

16. Contact Information

If you have any questions about these Terms of Service, please contact us: VERSAAS Holdings 8206 Louisiana Blvd Ne, Ste A #7849, Albuquerque, New Mexico 87113, United States General Inquiries: [email protected] Legal Matters: [email protected] Website: https://versaas.io We will endeavor to respond to all inquiries within a reasonable timeframe.

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