These Terms of Service constitute a legally binding agreement between you and Iara (together with its subsidiaries and affiliates, “Iara,” “we,” “our,” or “us”) governing the use of our products, services, information, content, and tools, mobile application (the “App”), and website (the “Site” and, collectively with the foregoing, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY UPDATES TO THE APP, USING THE APP ON YOUR MOBILE DEVICE, VISITING THE SITE, ACCESSING OR USING THE SERVICES, OR PARTICIPATING IN AN ELECTRONIC CONVERSATION FACILITATED BY THE SERVICES (ANY SUCH PARTICIPANT, A “CONVERSATION PARTICIPANT”), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, REGARDLESS OF WHETHER YOU REGISTERED THROUGH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
These Terms of Service apply to all users of the Services, including, without limitation, browsers, vendors, customers, merchants, consumers, content contributors, Business Owners (as defined below), and Agencies (as defined below). These Terms of Service become effective on the date you first click “I agree” (or a similar button or checkbox) or use or access the Services, whichever occurs first. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understood these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party you represent. In that case, “you” and “your” shall refer and apply to your employer or such other legal entity.
Any personal data that you submit to us or that we collect about you is governed by our Data Protection Addendum (“DPA”), available at www.mermaid.chat/legal/dpa, and Privacy Policy (“Privacy Policy”), available at www.mermaid.chat/legal/privacy. You acknowledge that, by using the Services, you have reviewed the Privacy Policy and the DPA. The Privacy Policy and the DPA are incorporated by reference into these Terms of Service and, together, form and are hereinafter referred to as this “Agreement.”
If you access or use any features, functionalities, or capabilities of the Services that use artificial intelligence, machine learning, or similar technologies (the “AI Features”), your use of the AI Features will also be subject to the Iara Supplemental AI Terms, available at www.mermaid.chat/legal/ai-tos. The Iara Supplemental AI Terms are incorporated by reference into this Agreement. In the event of any conflict between the Iara Supplemental AI Terms and these Terms of Service, the Iara Supplemental AI Terms shall govern solely with respect to your access to and use of the AI Features.
NOTICE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND IARA MAY BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19). PLEASE READ CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.
Brazilian Customers: This Agreement and your use of the Services shall be governed by and construed in accordance with the laws of Brazil, including the Brazilian Consumer Protection Code and the LGPD (Brazil's General Data Protection Law, Law No. 13,709/2018). Transactions conducted in Brazilian reais (BRL) between Users who declare residence in Brazil are processed by Mermaid Ltda., a company registered under Brazilian law and enrolled in the CNPJ under No. 62.660.591/0001-80.
1. Our Services
We provide a platform that enables businesses and individuals to create automated chat flows that they can deploy across a wide range of messaging services, social media, and other third-party platforms.
If you purchase or use our Services, you will be doing so through Iara, and such purchase and use are subject to this Agreement; provided that, if you have entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form shall govern in the event of a conflict with this Agreement.
2. Account, Password, Security, and Telephone Use
You must register with Iara and create an account to use the Services (an “Account”) and, as part of that process, you will be asked to provide certain information, including, without limitation, your name, telephone number, and email address, which may be provided by linking certain services, including, without limitation, Instagram, Facebook, WhatsApp, or Telegram, to your Account. By using the Services, you agree to provide true, accurate, current, and complete information as requested by the registration process, and to maintain and promptly update the Account information to keep it accurate, current, and complete. You are the only authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password provided by you or given to you by Iara to access the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Users are responsible for the content they upload to their Account and for the use of any user's Account, and Iara expressly disclaims any liability arising therefrom. Should you suspect that any unauthorized party may be using your password or Account, or suspect any other breach of security, you agree to contact Iara immediately.
The person who signs up for the Services will be the contracting party (“Account Representative”) for purposes of these Terms of Service and will be the person authorized to use any corresponding Account that we provide to the Account Representative in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer will be the Account Representative. As the Account Representative, you are solely responsible for complying with these Terms of Service, and only you are entitled to all benefits arising therefrom. Your Account is not transferable to any other person or account. If you are an Agency (as defined below) using our Services to provide services to a Business Owner (as defined below), please read Section 3 below.
By providing your telephone number and email address and by using the Services, you affirmatively consent to Iara's use of your telephone number for recurring calls and texts (including with an automatic dialer and/or prerecorded voice) and of your email address to (i) perform and improve the Services, (ii) facilitate the performance of our Services, and (iii) provide information and reminders regarding your registration, changes and updates, service interruptions, or modifications. These calls and messages may include, among other things, push notifications and other reminders delivered through our App. Iara will not charge fees for calls or texts, but standard messaging, data, or other rates from your wireless carrier may apply. You may opt out of receiving calls or messages from us by modifying your Account settings on the Site or in the App, by stating during any call with us that you no longer wish to receive calls or messages from us, or by visiting https://app.mermaid.chat/support and specifying that you wish to opt out of receiving calls or messages. You understand that we may send a message confirming any opt-out made by you.
3. Agencies and Business Owners
A “Business Owner” is any individual or entity that uses Iara's Services to market, support, develop, or otherwise commercialize its business, services, or products. An “Agency” is any service provider retained or engaged by a Business Owner to create and/or manage an Iara account and use the Services on behalf of the Business Owner. An Agency is not required for a Business Owner to use the Services.
Notwithstanding the provisions of Section 2, if you are an Agency using our Services to provide services to a Business Owner, you (i) agree to correctly identify such Business Owner as an administrator on the Account and, if applicable, on the Facebook page, Instagram page, WhatsApp page, Telegram page, and any other applicable page on any other applicable platform, and (ii) confirm that you are authorized to use the Services and the Account on behalf of the Business Owner.
The Business Owner will be the sole and exclusive account representative of any Account created on its behalf by an Agency; provided that the Agency retains its rights and interests in and to all designs, templates, flows, sequences, or other intellectual property associated with the chatbot automation work product created by such Agency for the Business Owner (such work product, the “Agency Content”).
In the event of termination of the relationship between a Business Owner and its Agency, the Business Owner shall promptly notify Iara of such termination.
Upon transfer of an Account from an Agency to the Business Owner, the Business Owner will be solely responsible for payment of any subscription plans and/or fees owed with respect to the Account.
4. User-Generated Content
“User-Generated Content” is defined as any content, information, and materials, which may be textual, audio, or visual, that you or any Conversation Participant provides, submits, uploads, posts, or otherwise makes available to the Services and our users. You are solely responsible for your User-Generated Content and that of your Conversation Participants, and we act only as a passive conduit for your online distribution and publication of User-Generated Content. You acknowledge and agree that Iara:
- Is not involved in the creation or development of User-Generated Content.
- Disclaims any responsibility for User-Generated Content.
- Cannot be held liable for claims arising out of or relating to User-Generated Content.
- Is not obligated to monitor, review, or remove User-Generated Content, but reserves the right to limit or remove User-Generated Content on the Services in its sole discretion.
You represent and warrant to Iara that your User-Generated Content (i) will not be false, inaccurate, incomplete, or misleading; (ii) will not infringe any third party's copyrights, patents, trademarks, trade secrets, or other proprietary rights or rights of publicity, personality, or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam, or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including, but not limited to, child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (vii) will not represent you as being employed or directly engaged by or affiliated with Iara or purport that you are authorized to act as a representative or agent of Iara; and (viii) will not create liability for Iara or cause Iara to lose (in whole or in part) the services of its ISPs or other suppliers.
By making any User-Generated Content available through the Services, you grant Iara permission to use, process, or disclose such User-Generated Content on, through, or by means of the Services, for the purposes of providing the Services to you, modifying, improving, and operating the Services, and/or as otherwise permitted by this Agreement. We do not claim any ownership rights in any User-Generated Content, and nothing in this Agreement shall be deemed to restrict any rights that you may have to use and exploit any User-Generated Content.
5. Communication by Text Message or Email
If you wish to communicate with your users via text message or email, you agree to the following Compliance and Indemnification Terms (“CIT”). You are required to use the Services in full compliance with all applicable laws and regulations, including, without limitation, all state, provincial, and federal laws, specifically including, but not limited to, the United States Telephone Consumer Protection Act, as amended (“TCPA”); Canada's Personal Information Protection and Electronic Documents Act (“PIPEDA”) and any substantially similar provincial privacy laws; and Canada's Anti-Spam Legislation (“CASL”), all as may be amended (the LGPD, TCPA, PIPEDA, and CASL are collectively referred to as the “Electronic Messaging Laws”). By making any use of the Services, you expressly warrant that you are and will continue to act in full compliance with the law.
You agree that you have read and understood the Electronic Messaging Laws and any similar state or provincial/territorial laws, and all other applicable laws and regulations. You understand that, in some cases, applicable state and local restrictions are more restrictive than federal rules. You should review these rules with your own legal counsel to ensure that you understand and comply with them. Iara will not assume responsibility for ensuring that your activities meet applicable legal requirements. Iara will not assume any liability if you are found guilty of or liable for any violation of any law, rule, or regulation. Notwithstanding the foregoing, you acknowledge that Iara has taken and is taking active steps to help support its customers' compliance, including by having you agree to these Terms of Service.
You understand and acknowledge that it is generally a violation of federal law, including the TCPA, to contact a consumer by telephone, text, or email without prior express written consent. Iara is not responsible for ensuring that you do not transmit messages to consumers, including by telephone or email, in violation of consent rules.
You understand and acknowledge that it is generally a violation of Canadian federal law, including CASL, to contact a consumer by text message, telephone, electronic messages, or email without prior express written consent. You will not contact any individual through the Services or regarding the Services unless you have established consent to do so in accordance with applicable law. You will provide proof of such consents or opt-ins, the messages you have sent, and your implementation of unsubscribe requests to us upon our request. You will include in your messages all content required by applicable laws, including your name, mailing address, email, telephone or web address, and the ability to unsubscribe. You will not send any message to any individual using the Services if the individual has opted out or withdrawn their consent, including if they have replied “STOP” or similar to one of your previous messages. You, not Iara, are solely responsible for the content of your messages and their compliance with all applicable laws. You acknowledge and agree that Iara acts solely as a service provider to enable the sending of your messages, but that you exercise control over the content and destination of the message and must ensure that your messages comply with all applicable laws.
Iara is not responsible for ensuring that you do not transmit messages to consumers, including by text message, telephone, or email, in violation of consent rules.
You agree to indemnify, defend, and hold harmless Iara, together with its owners, members, directors, officers, agents, employees, contractors, consultants, and suppliers, from and against any and all claims, lawsuits, fines, costs, expenses, judgments, and fees, including reasonable attorneys' fees, court costs, and expenses, arising from a claim alleging any violation of law by you, or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms of Service, including this CIT. You shall promptly indemnify, defend, or settle any third-party claim, demand, lawsuit, investigation, or proceeding brought against Iara. Iara will: (i) promptly notify you of such claim; (ii) provide you with sole control of the defense and settlement of such claim; and (iii) provide you, at your expense, with all assistance, information, and authority reasonably necessary.
6. Communication with Iara and Its Customers
Iara may contact you by email, telephone, or in-App messages to provide information about your account, service updates, or special offers. You agree to receive such communications.
7. Prohibited Uses
In addition to other prohibitions set forth in the Terms of Service, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any local, international, federal, municipal, or state regulations, rules, laws, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or of any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
8. Representations and Warranties; Compliance with Laws
You represent and warrant that: (i) you have the legal authority to enter into this Agreement; (ii) your use of the Services will be solely for lawful purposes and in accordance with this Agreement; and (iii) you will comply with all applicable laws and regulations in connection with your use of the Services.
9. Mobile Application Updates and Upgrades
Iara may, from time to time, provide updates or upgrades to the App. You agree that Iara may automatically update or upgrade the App on your device and that these Terms of Service will apply to such updates or upgrades.
10. Billing and Payment
Access to certain features of the Services may require the payment of fees. You agree to pay all applicable fees as described on the Site or in the App. Iara reserves the right to change its prices and fees at any time.
11. Termination and Suspension
Iara may terminate or suspend your access to all or part of the Services at any time, with or without cause, with or without prior notice, effective immediately.
12. Links to Third-Party Sites; Optional Third-Party Tools
The Services may contain links to third-party websites or resources. Iara is not responsible for the availability or accuracy of such websites or resources, or for the content, products, or services available on such websites or resources.
13. Optional Tools Provided by Iara
Iara may provide access to third-party tools over which we neither monitor nor have any control or input. You acknowledge and agree that we provide access to such tools "as is" and "as available," without any warranties, representations, or conditions of any kind and without any endorsement.
14. Ownership and Intellectual Property Rights
The Services and all content, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Iara, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
15. Copyright Complaints and Copyright Agent
Iara respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us.
16. Confidential Information
"Confidential Information" means all non-public information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential.
17. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
18. Indemnification
You agree to defend, indemnify, and hold harmless Iara from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services.
19. Dispute Resolution – Arbitration and Class Action Waiver
For customers outside Brazil, any dispute arising out of or relating to these Terms of Service will be resolved by binding arbitration. For customers in Brazil, disputes will be resolved in the competent courts of Brazil.
20. Governing Law
For Brazilian customers, these Terms of Service are governed by the laws of the Federative Republic of Brazil. The courts of the Judicial District (Comarca) of São Paulo, State of São Paulo, are hereby elected as the exclusive venue to resolve any questions or disputes arising from this Agreement, with express waiver of any other venue, however privileged it may be.
21. No Agency; No Employment
No agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by this Agreement.
22. General Provisions
If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
23. Changes to this Agreement and the Services
Iara reserves the right, in its sole discretion, to modify or replace these Terms of Service at any time.
24. No Third-Party Rights
These Terms of Service do not confer any rights or remedies on any person other than the parties.
25. Notices and Consent to Receive Notices Electronically
You consent to receive electronic communications from Iara and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
26. Contacting Us
If you have any questions about these Terms of Service, please contact us at [email protected].