Terms of Service

By accessing tixlabs.io, signing up for an account, or using any of our products — including Chatix, Leadtix, Fotix, Logtix, and TravelTix (each, a 'Product' and collectively the 'Services') — you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

If you do not agree, do not use the Services.

1. The Services

Tix Labs offers a suite of software products focused on lead capture, advertising attribution, and AI-powered messaging — including the Chatix AI transactional sales agent that operates over the WhatsApp Business Platform provided by Meta Platforms, Inc.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms, your order form (if any), and our documentation.

2. Eligibility and account

You must be at least 18 years old and legally able to enter into a contract. You agree to provide accurate registration information, keep your credentials confidential, and notify us promptly at hello@tixlabs.io of any unauthorized access. You are responsible for all activity under your account.

We may suspend or terminate accounts that violate these Terms.

3. Acceptable use

You agree not to:

• Use the Services to send spam, unsolicited messages, or content that violates the WhatsApp Business Solution Terms, WhatsApp Commerce Policy, or Meta's Platform Policies;
• Use the Services to harvest, scrape, or collect data about other users without their consent;
• Send content that is illegal, defamatory, infringing, hateful, sexually exploitative, harmful to minors, or that promotes violence;
• Reverse engineer, decompile, or attempt to extract source code, except to the extent permitted by mandatory law;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related infrastructure;
• Resell, sublicense, or white-label the Services without a written agreement with us;
• Use the Services to develop a competing product;
• Bypass quotas, rate limits, or technical access controls.

We may investigate, remove content, and suspend accounts for suspected violations.

4. WhatsApp and Meta-specific obligations

When you use Chatix or any feature that interacts with Meta products, you also agree to:

• WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms);
• WhatsApp Business Messaging Policy (https://www.whatsapp.com/legal/business-policy);
• WhatsApp Commerce Policy (https://www.whatsapp.com/legal/commerce-policy);
• Meta Platform Terms and Developer Policies (https://developers.facebook.com/terms);
• Meta Business Tools Terms for Conversions API and Pixel use.

You are responsible for obtaining and documenting opt-in consent from each recipient before sending WhatsApp messages, including template, marketing, utility, and authentication messages, in accordance with applicable law. You will respect opt-out requests (including 'STOP' replies) within the timeframes required by law and Meta policy.

You acknowledge that Meta may suspend or rate-limit your WhatsApp business account, your phone numbers, or your Business Manager assets independently of us, and that such suspension is outside our control.

5. Customer content and data

'Customer Content' means data, files, leads, contact lists, message templates, and other content you upload, transmit, or generate through the Services.

• You retain all rights to Customer Content.
• You grant Tix Labs a worldwide, royalty-free license to host, process, transmit, display, and modify Customer Content only to the extent necessary to provide and improve the Services.
• You represent that you have all rights, consents, and legal bases required to upload Customer Content and to instruct us to process it.
• For personal data within Customer Content, our processing is governed by our Privacy Policy and any separate written data processing agreement that we sign with you on request.

You are responsible for the lawfulness of your messaging campaigns and your data sources.

6. Intellectual property

The Services, the Tix Labs name, the Tix product family (Chatix, Leadtix, Fotix, Logtix, TravelTix), our Sitetix platform, our software, documentation, templates, designs, and trademarks remain our exclusive property, protected by Guatemalan and international IP law. Nothing in these Terms transfers ownership to you.

Feedback you provide is non-confidential and you grant us a perpetual, irrevocable, royalty-free license to use it.

7. Fees, billing, and taxes

If you subscribe to a paid Product:

• Fees are stated on the order form, the pricing page, or the checkout flow at time of purchase.
• Subscriptions renew automatically for successive terms unless cancelled at least 30 days before the end of the current term.
• Fees are non-refundable except where required by law.
• Fees are exclusive of taxes (IVA, withholding, sales tax). You are responsible for applicable taxes other than taxes on our net income.
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• We may suspend Services for non-payment after 15 days written notice.

For WhatsApp message-based fees passed through from Meta, you agree to pay the conversation-based pricing Meta charges, plus our markup as stated in the order form.

8. Trials and beta features

We may offer trials or label features as 'beta', 'preview', or 'experimental'. These are provided as-is, without warranty, may be modified or discontinued without notice, and may have separate or additional terms communicated at the time of access.

9. Privacy

Our processing of personal data is governed by our Privacy Policy at tixlabs.io/privacy. By using the Services you acknowledge and accept the Privacy Policy.

10. Confidentiality

Each party may receive confidential information from the other. The receiving party will protect it with reasonable care, not disclose it to third parties except to its personnel and advisors who need it and are bound by confidentiality, and use it only to perform under these Terms. Confidentiality obligations survive termination for 3 years, except for trade secrets which are protected for as long as they qualify as such.

11. Disclaimers

The Services are provided 'AS IS' and 'AS AVAILABLE'. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. We do not warrant that the Services will be error-free, that all defects will be corrected, or that the Services will meet your specific requirements.

We do not warrant the availability or behavior of third-party services (including WhatsApp, Meta, Google, payment processors, and CRMs). Outages or policy changes by those providers are outside our control.

12. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.
• Our aggregate liability for any claim arising out of or relating to these Terms or the Services will not exceed the fees you paid to us in the 12 months preceding the event giving rise to the claim, or USD 100 if you have not paid us anything.

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

13. Indemnification

You will defend, indemnify, and hold harmless Tix Labs and its affiliates, officers, employees, and contractors from any third-party claim, loss, damage, fine, or expense (including reasonable legal fees) arising out of:

• Your Customer Content;
• Your breach of these Terms, of applicable law, or of Meta/WhatsApp policies;
• Your messaging campaigns and the consents (or lack of consent) of your recipients;
• Your misuse of the Services.

We will defend, indemnify, and hold you harmless from any third-party claim that the Services as provided by us infringe a third party's intellectual property rights, subject to your prompt notice, our sole control of the defense, and your reasonable cooperation.

14. Termination

Either party may terminate these Terms:

• For convenience with 30 days written notice (paid Services continue until the end of the prepaid term);
• For cause if the other party materially breaches and fails to cure within 15 days of written notice;
• Immediately if the other party becomes insolvent, files for bankruptcy, or ceases operations.

Upon termination:

• Your right to use the Services ends;
• We will, within 30 days, make Customer Content available for export, after which we will delete it (subject to legal retention duties described in the Privacy Policy);
• Provisions that by their nature should survive (IP, confidentiality, indemnification, limitation of liability, dispute resolution) will survive.

15. Modifications to the Services and to these Terms

We may modify the Services from time to time. We may modify these Terms by posting the updated version at tixlabs.io/terms and changing the 'Last updated' date. For material changes we will provide at least 15 days' notice by email or in-product notice. Continued use after the effective date constitutes acceptance.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Republic of Guatemala, without regard to conflict-of-law rules.

Any dispute arising out of or relating to these Terms will be submitted to the competent courts of Guatemala City, Guatemala, except that either party may seek injunctive relief in any competent court to protect IP or confidential information.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, war, civil unrest, government action, pandemics, internet or telecom failures, or third-party platform outages (including Meta, Google, and WhatsApp).

18. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or to a successor in a merger, acquisition, or sale of assets, with notice to you.

19. Notices

Notices to Tix Labs must be sent in writing to hello@tixlabs.io and to our registered address. Notices to you will be sent to the email associated with your account.

20. Entire agreement; severability; no waiver

These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between the parties on this subject and supersede prior agreements. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.

21. Contact

De Origen Noble, S.A. — Address: Guatemala City, Guatemala — Email: hello@tixlabs.io