TERMS OF SERVICE

SalesChat
Effective Date: August 14, 2026
Last Updated: August 14, 2026

These Terms of Service (“Terms”) govern access to and use of SalesChat, a business messaging, conversational automation, artificial intelligence, appointment management, and workflow automation platform operated by Webink Franchising Group, S.A. de C.V. (“SalesChat,” “we,” “us,” or “our”).

By creating an account, accessing SalesChat, connecting an integration, purchasing or activating a subscription, or otherwise using the Service, you agree to these Terms.

If you use SalesChat on behalf of a company, organization, or other legal entity, you represent that you have authority to accept these Terms on its behalf. In that case, “you” and “Customer” refer to that entity.

If you do not agree to these Terms, you must not use SalesChat.

1. ABOUT SALESCHAT

SalesChat is a software platform designed to help businesses manage customer communications, conversational workflows, artificial intelligence agents, appointment booking, integrations, and related business processes.

Depending on the features available under a Customer's account or subscription, SalesChat may allow Customers to:

• connect supported messaging and communication channels;
• send and receive customer communications;
• manage contacts and conversation histories;
• create and configure conversational or AI-powered agents;
• allow human team members and automated agents to participate in conversations;
• qualify leads and collect customer information;
• manage structured contact attributes and internal notes;
• configure appointment availability and booking workflows;
• connect external calendar services;
• create, reschedule, and cancel appointments;
• connect third-party APIs and services;
• configure webhooks and automation workflows;
• integrate with customer relationship management systems (“CRMs”);
• integrate with automation, productivity, analytics, payment, scheduling, commerce, or other business systems; and
• use additional features that SalesChat may introduce over time.

The availability of particular features, channels, integrations, AI providers, or services may depend on the Customer's plan, location, configuration, third-party provider availability, or technical requirements.

SalesChat may add, modify, replace, or discontinue features as the platform evolves.

2. BUSINESS USE

SalesChat is primarily intended for business and professional use.

You may use SalesChat only if you have the legal capacity to enter into these Terms.

If you create or manage an account for an organization, you represent that you are authorized to act on behalf of that organization.

You are responsible for ensuring that your use of SalesChat complies with laws, regulations, contractual obligations, and third-party platform policies applicable to your business.

3. CUSTOMER ACCOUNTS AND ORGANIZATIONS

SalesChat may organize accounts into separate business organizations or workspaces.

An organization may have one or more administrators, members, agents, teams, or other authorized users.

Organization administrators may be able to:

• invite or remove members;
• assign roles or permissions;
• configure integrations;
• configure AI agents and automations;
• manage communication channels;
• configure booking settings;
• manage organization data; and
• control other settings available within SalesChat.

The Customer is responsible for determining who is authorized to access its SalesChat organization and what permissions those users should receive.

You are responsible for activity performed through your organization by your authorized users.

4. ACCOUNT SECURITY

You must maintain the security of your SalesChat account and authentication credentials.

You must not:

• share credentials with unauthorized persons;
• attempt to access another Customer's organization;
• circumvent authentication or authorization controls;
• attempt to obtain credentials belonging to another user;
• interfere with SalesChat's tenant isolation or security mechanisms; or
• knowingly allow unauthorized access to your account.

You must notify SalesChat promptly if you reasonably believe your account or organization has been compromised.

SalesChat may use third-party authentication providers to provide authentication and session management.

5. CUSTOMER DATA

“Customer Data” means information, content, records, instructions, configuration, messages, contact information, files, metadata, or other data submitted to or processed through SalesChat on behalf of a Customer.

As between SalesChat and the Customer, the Customer retains ownership of its Customer Data, subject to the rights necessary for SalesChat to operate the Service.

The Customer grants SalesChat a limited right to process Customer Data as reasonably necessary to:

• provide the Service;
• execute Customer-configured workflows;
• transmit communications;
• operate integrations;
• provide AI functionality requested by the Customer;
• maintain security and reliability;
• prevent abuse;
• provide support; and
• comply with applicable law.

SalesChat does not acquire ownership of Customer Data merely because that data is processed through the Service.

6. CUSTOMER RESPONSIBILITY FOR DATA

The Customer is responsible for ensuring that it has a lawful basis and any necessary permissions, notices, or consents to collect, process, store, transmit, or otherwise use information through SalesChat.

This includes information relating to the Customer's:

• leads;
• prospects;
• customers;
• patients, where legally permitted and appropriately configured;
• employees;
• applicants;
• vendors;
• business partners; and
• other individuals whose information may be processed through SalesChat.

SalesChat does not independently determine whether a Customer is legally entitled to contact a particular individual or process particular information.

7. COMMUNICATION CHANNELS

SalesChat may integrate with communication channels operated by third parties.

These may include, now or in the future, messaging platforms, social networks, email services, SMS providers, telephony systems, website chat systems, or other communication services.

The availability and operation of these channels depend in part on their respective providers.

Customers using a third-party communication channel must comply with the applicable provider's terms, policies, messaging rules, consent requirements, acceptable use policies, and technical limitations.

8. META AND WHATSAPP BUSINESS

Where enabled, SalesChat may allow Customers to connect supported Meta or WhatsApp Business assets.

The Customer is responsible for complying with applicable Meta and WhatsApp terms and policies, including requirements relating to:

• customer consent;
• messaging windows;
• approved message templates;
• prohibited content;
• business verification;
• messaging quality;
• account status; and
• authorized use of WhatsApp Business services.

Meta may restrict, suspend, modify, or terminate access to its services independently of SalesChat.

SalesChat does not control Meta's approval processes, messaging limits, account restrictions, platform availability, pricing, or policy enforcement.

9. FUTURE COMMUNICATION CHANNELS

SalesChat may support additional communication channels in the future, including social messaging, direct messaging, SMS, email, voice, or other channels.

Unless SalesChat expressly states otherwise, use of those channels will remain subject to these Terms and any applicable terms imposed by the third-party provider.

The addition of a new communication channel does not mean that SalesChat controls or operates the underlying third-party network.

10. ARTIFICIAL INTELLIGENCE FEATURES

SalesChat may allow Customers to configure artificial intelligence agents or other AI-assisted functionality.

Depending on Customer configuration, AI functionality may be used to:

• interpret customer messages;
• generate responses;
• classify conversations;
• qualify leads;
• extract structured information;
• retrieve information;
• execute configured tools;
• initiate business workflows;
• search availability;
• create or manage appointments;
• interact with Customer-configured APIs;
• update contact information; or
• perform other configured actions.

AI systems are probabilistic and may produce incorrect, incomplete, unexpected, or inappropriate outputs.

Customers are responsible for configuring, testing, monitoring, and supervising their AI agents and determining whether AI-generated responses or actions are appropriate for their business.

SalesChat does not guarantee that an AI-generated response will always be factually correct or that an AI agent will always interpret a message as intended.

11. HIGH-RISK AND REGULATED USES

Customers must independently determine whether SalesChat is appropriate for their industry and intended use.

Unless expressly agreed otherwise in writing, SalesChat should not be assumed to satisfy industry-specific regulatory or certification requirements merely because the platform provides general security controls.

This may include requirements relating to healthcare, financial services, government information, regulated financial data, or other specially regulated categories.

For example, Customers must not assume that SalesChat is HIPAA-compliant, SOC 2 certified, PCI DSS compliant, or compliant with another specialized framework unless SalesChat expressly confirms the applicable capability or contractual arrangement in writing.

SalesChat may introduce enterprise plans, compliance capabilities, security certifications, data processing arrangements, or industry-specific features in the future.

12. AI PROVIDERS

AI functionality may depend on third-party artificial intelligence providers.

Depending on the Customer's configuration, SalesChat may allow organizations to use provider credentials supplied by the Customer or other supported methods of accessing an AI provider.

Information necessary to perform an AI operation may be transmitted to the configured AI provider.

The Customer is responsible for selecting and configuring external AI providers where applicable and for complying with their terms.

SalesChat may support additional or alternative AI providers over time.

13. AI OUTPUTS AND BUSINESS DECISIONS

AI-generated content should not automatically be treated as professional legal, medical, financial, tax, accounting, or other regulated professional advice.

Customers are responsible for establishing appropriate human review procedures for workflows where incorrect AI output could materially affect an individual or business.

The Customer remains responsible for business decisions made using SalesChat and for actions taken by agents or automations configured by the Customer.

14. AUTOMATED ACTIONS AND TOOLS

SalesChat agents may be capable of invoking tools or performing actions configured by the Customer.

These actions may include interacting with calendars, APIs, webhooks, CRMs, databases, automation systems, or other services.

The Customer is responsible for determining:

• which tools an agent may access;
• which credentials or integrations are connected;
• what actions the agent is authorized to perform;
• what instructions govern those actions; and
• whether human approval should be required for particular workflows.

Customers should test automated workflows before relying on them in production.

15. GOOGLE CALENDAR INTEGRATION

SalesChat offers an optional Google Calendar integration for appointment scheduling and related booking functionality.

Connecting Google Calendar is optional and must be initiated by an authorized organization administrator.

When Google Calendar is connected, SalesChat may request Google OAuth permissions necessary to:

• list calendars available to the connected Google account;
• determine calendar availability;
• create appointment events;
• update or reschedule appointment events; and
• cancel appointment events.

SalesChat's current Google Calendar data practices, including the Google user data accessed, used, stored, shared, and deleted, are described in the SalesChat Privacy Policy.

SalesChat's use and transfer of information received from Google APIs will comply with the Google API Services User Data Policy, including the Limited Use requirements.

Google Calendar is a third-party service operated by Google. SalesChat does not control Google's availability, policies, account restrictions, API behavior, or service changes.

16. GOOGLE AUTHORIZATION AND DISCONNECTION

An authorized organization administrator may disconnect Google Calendar from SalesChat.

When a supported Google Calendar connection is disconnected, SalesChat may revoke the associated Google OAuth authorization and delete locally stored OAuth credentials associated with that connection.

Historical SalesChat booking records may remain after the integration is disconnected, as described in the SalesChat Privacy Policy.

Disconnecting Google Calendar does not necessarily delete events already created in Google Calendar before disconnection.

Customers may also manage third-party application access through their Google Account.

17. APPOINTMENT BOOKING

SalesChat may provide appointment scheduling functionality.

Booking functionality may operate using:

• a connected external calendar;
• SalesChat's own booking and availability systems;
• multiple calendars;
• multiple team members;
• business locations;
• assignment or routing rules;
• round-robin distribution; or
• combinations of these mechanisms.

The specific functionality available may depend on the Customer's plan and the current version of SalesChat.

Customers are responsible for configuring their booking rules accurately.

18. NATIVE BOOKING

SalesChat may provide or introduce native appointment management capabilities that do not require Google Calendar or another external calendar provider.

Native booking functionality may allow SalesChat to maintain availability, appointments, resources, calendars, locations, team assignments, or scheduling rules directly within the platform.

Customers may optionally connect supported external calendars where synchronization or external calendar functionality is desired.

SalesChat does not guarantee that every native booking capability will be available under every subscription plan.

19. TIMEZONES AND SCHEDULING

Customers are responsible for configuring the appropriate business, calendar, location, or other scheduling timezone where required.

SalesChat may also use customer timezone information when available to display appointment times appropriately.

Customers should verify booking configuration before using automated appointment scheduling in production.

SalesChat is not responsible for scheduling errors caused by incorrect Customer configuration or inaccurate information supplied by users.

20. THIRD-PARTY INTEGRATIONS

SalesChat may integrate with services operated by third parties.

These may include, without limitation:

• communication platforms;
• calendar providers;
• CRM systems;
• marketing platforms;
• automation systems;
• AI providers;
• analytics platforms;
• payment processors;
• commerce systems;
• telephony providers;
• productivity tools;
• databases;
• storage providers;
• webhooks;
• APIs; and
• other business software.

SalesChat may add or remove supported integrations over time.

Third-party integrations are subject to the availability, APIs, policies, pricing, limitations, and terms of their respective providers.

SalesChat is not responsible for changes made independently by a third-party provider that affect an integration.

21. CUSTOMER-CONFIGURED APIS, WEBHOOKS, AND SERVICES

SalesChat may allow Customers to connect their own APIs, webhooks, automation workflows, or external services.

The Customer is responsible for:

• ensuring that it is authorized to connect the external system;
• safeguarding credentials provided to SalesChat;
• ensuring that the integration complies with applicable laws;
• determining what data may be transmitted;
• configuring the integration correctly; and
• ensuring that the receiving system is appropriate for the data being transmitted.

SalesChat is not responsible for the independent practices of external services selected and configured by the Customer.

22. CRM AND BUSINESS SYSTEM INTEGRATIONS

SalesChat may introduce integrations with CRM platforms and other business systems.

Such integrations may allow Customer-authorized data to be read, created, updated, synchronized, or transmitted between SalesChat and the connected system.

The exact permissions and data flows for each integration may vary.

Where legally or contractually required, SalesChat will provide appropriate disclosures concerning the information accessed through a particular integration.

Connecting one third-party service does not automatically authorize SalesChat to access unrelated services or information.

23. THIRD-PARTY CREDENTIALS

Certain integrations require SalesChat to store access credentials, tokens, API keys, or other authorization material.

SalesChat uses technical and organizational measures intended to protect supported stored credentials.

Customers must not intentionally provide SalesChat with credentials they are not authorized to use.

Customers should promptly rotate or revoke credentials if they believe those credentials have been compromised.

Additional information about credential handling may be provided in the SalesChat Privacy Policy.

24. SUBSCRIPTIONS AND PLANS

Certain SalesChat functionality may require a paid subscription.

Subscription plans may differ based on features, usage limits, users, organizations, communication volume, messages, integrations, AI capabilities, booking functionality, or other metrics.

SalesChat may introduce, modify, or discontinue subscription plans.

Pricing applicable to a Customer will be communicated through the applicable checkout, order, proposal, invoice, or subscription interface.

25. USAGE-BASED LIMITS

SalesChat may impose or offer usage allowances or limits.

Depending on the applicable plan, usage may be measured using metrics such as:

• messages;
• outbound messages;
• conversations;
• AI usage;
• users;
• agents;
• connected channels;
• integrations;
• appointments;
• API calls;
• automation executions;
• storage; or
• other consumption metrics.

The exact metric applicable to a Customer will be described in the applicable plan, pricing page, order, or account interface.

Additional usage may require an add-on, plan upgrade, or additional charge.

26. BILLING AND PAYMENT

Customers are responsible for paying all fees applicable to their selected SalesChat subscription, add-ons, usage, services, or other purchases.

Pricing, included usage, billing periods, and applicable fees will be presented through the applicable pricing page, checkout, order form, proposal, invoice, subscription interface, or other commercial agreement.

SalesChat may use third-party payment processors to process payments. Payment processing may also be subject to the applicable payment provider's terms and privacy practices.

Unless otherwise required by applicable law or expressly agreed by SalesChat in writing:

• fees already incurred are non-refundable;
• unused portions of included usage do not create a cash balance or refund right;
• Customers remain responsible for charges incurred before cancellation or termination becomes effective; and
• failure to pay amounts when due may result in suspension or restriction of paid functionality.

SalesChat may modify pricing or plan structures over time. Changes affecting an existing paid subscription will be communicated as reasonably appropriate before they become applicable to that subscription.

Taxes, duties, or governmental charges may apply depending on the Customer's jurisdiction and transaction.

Specific billing, renewal, cancellation, usage, transaction, or payment-processing terms may also be disclosed at checkout or in an applicable order form or commercial agreement.

27. FUTURE PAYMENT FUNCTIONALITY

SalesChat may introduce functionality that allows Customers to request, initiate, facilitate, or track payments through conversations or connected payment providers.

Unless SalesChat expressly states otherwise, SalesChat is not itself a bank, card network, financial institution, or custodian of Customer funds.

Payment transactions may be processed by third-party payment providers and may be subject to separate fees, terms, verification requirements, and regulatory obligations.

Specific terms may apply if SalesChat introduces payment-processing or transaction-based functionality.

28. ACCEPTABLE USE

You may not use SalesChat to:

• violate applicable law;
• facilitate fraud or deception;
• impersonate another person or organization without authorization;
• distribute malware or malicious code;
• unlawfully obtain credentials or personal information;
• interfere with or disrupt SalesChat infrastructure;
• circumvent security controls;
• attempt unauthorized access to another Customer's data;
• conduct unlawful surveillance;
• send communications that violate applicable anti-spam, telemarketing, or messaging laws;
• violate third-party platform policies;
• infringe intellectual property rights;
• distribute illegal content; or
• use SalesChat in a manner that creates unreasonable security, operational, or legal risk.

SalesChat may investigate suspected abuse and may restrict access where reasonably necessary to protect the Service, other Customers, third parties, or SalesChat.

29. MESSAGING CONSENT

Customers are responsible for obtaining any consent required to communicate with individuals through channels connected to SalesChat.

Depending on jurisdiction and channel, this may include consent requirements relating to:

• marketing communications;
• WhatsApp messaging;
• SMS;
• telephone calls;
• automated communications;
• email marketing; or
• other electronic communications.

The existence of technical functionality within SalesChat does not mean that a particular use of that functionality is legally permitted in every jurisdiction.

30. CUSTOMER CONTENT

Customers may submit instructions, prompts, documents, files, knowledge materials, templates, media, data, and other content to SalesChat.

The Customer represents that it has the rights necessary to use that content and to authorize SalesChat to process it for the purposes of providing the Service.

SalesChat does not claim ownership of Customer Content.

31. INTELLECTUAL PROPERTY

SalesChat and its licensors retain all rights, title, and interest in the SalesChat platform, including its software, interfaces, designs, trademarks, documentation, underlying technology, and other proprietary materials, excluding Customer Data and Customer Content.

These Terms do not transfer ownership of SalesChat intellectual property to the Customer.

Subject to these Terms and payment of applicable fees, SalesChat grants the Customer a limited, non-exclusive, non-transferable right to use the Service for its internal business purposes during the applicable subscription period.

32. FEEDBACK

If you voluntarily provide ideas, suggestions, or feedback concerning SalesChat, you authorize SalesChat to use that feedback to improve or develop the Service without obligation to compensate you.

This does not grant SalesChat ownership of your Customer Data or confidential business information.

33. SERVICE AVAILABILITY

SalesChat aims to provide a reliable service but does not guarantee uninterrupted or error-free operation.

Availability may be affected by:

• maintenance;
• infrastructure failures;
• third-party provider outages;
• API changes;
• internet connectivity;
• security incidents;
• software defects;
• provider rate limits;
• force majeure events; or
• circumstances outside SalesChat's reasonable control.

SalesChat may perform maintenance or updates when reasonably necessary.

34. BETA, PREVIEW, AND DEVELOPMENT FEATURES

SalesChat may make certain functionality available as beta, preview, experimental, early-access, or development functionality.

Such functionality may change substantially, contain errors, or be discontinued.

Customers should not rely on experimental functionality for critical business processes unless SalesChat expressly indicates that the functionality is production-ready.

35. CHANGES TO THIRD-PARTY SERVICES

SalesChat depends on third-party APIs and services for certain functionality.

A third party may change or discontinue an API, permission, pricing model, feature, technical requirement, policy, or service.

SalesChat may modify an integration as reasonably necessary in response to such changes.

SalesChat does not guarantee the continued availability of functionality controlled by an independent third party.

36. SECURITY

SalesChat implements technical and organizational measures intended to protect the Service and Customer Data.

No internet-connected system can guarantee absolute security.

Customers are responsible for maintaining appropriate security practices within their own organization, including access management, credential security, endpoint security, and appropriate permissions for team members.

37. PRIVACY

SalesChat's collection, use, storage, sharing, and protection of personal information is described in the SalesChat Privacy Policy.

The Privacy Policy forms an important part of the terms governing use of the Service.

Where a Customer uses SalesChat to process personal information on behalf of its own customers or contacts, the Customer may independently have obligations as a controller, business, organization, or equivalent role under applicable privacy law.

38. CONFIDENTIALITY

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable measures to protect confidential information and to use such information only for purposes related to the business relationship, except where disclosure is required by law or authorized by the disclosing party.

Customer Data will be handled in accordance with these Terms and the SalesChat Privacy Policy.

39. SUSPENSION

SalesChat may temporarily suspend or restrict access to some or all of the Service when reasonably necessary because of:

• nonpayment;
• suspected fraud;
• a material security threat;
• unlawful activity;
• violation of these Terms;
• violation of third-party platform policies that materially affects SalesChat;
• activity that threatens the integrity of the Service; or
• legal or regulatory requirements.

Where reasonably practicable, SalesChat will attempt to provide notice and an opportunity to resolve the issue.

40. TERMINATION

Customers may stop using SalesChat at any time, subject to applicable subscription and billing commitments.

SalesChat may terminate access where the Customer materially violates these Terms or where continued provision of the Service would create material legal, security, or operational risk.

Termination of SalesChat does not automatically terminate separate agreements between the Customer and third-party providers.

41. DISCONNECTING INTEGRATIONS

Customers may disconnect supported integrations through available SalesChat controls.

Disconnecting an integration may:

• revoke external authorization where supported;
• remove locally stored credentials;
• prevent future synchronization or API access; and
• mark the integration as disconnected.

Disconnecting an integration does not necessarily delete historical Customer Data or records previously created through that integration.

The exact behavior may vary by integration and is further described where appropriate in the Privacy Policy or integration-specific disclosures.

42. DATA AFTER TERMINATION

SalesChat may retain certain information after account termination when reasonably necessary for:

• legal obligations;
• billing and accounting;
• security;
• fraud prevention;
• dispute resolution;
• enforcement of agreements;
• backup cycles; or
• other legitimate business purposes permitted by law.

Personal information will be handled in accordance with the SalesChat Privacy Policy.

43. EXPORT AND DELETION

SalesChat may provide tools or processes allowing Customers to export or delete certain Customer Data.

Available export and deletion functionality may vary depending on the type of data and Customer plan.

Certain records may be retained where required by law or for legitimate purposes described in these Terms or the Privacy Policy.

44. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESCHAT AND ALL FEATURES, INTEGRATIONS, AUTOMATIONS, ARTIFICIAL INTELLIGENCE FUNCTIONALITY, BOOKING FUNCTIONALITY, APIS, AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SALESCHAT MAKES NO REPRESENTATION OR WARRANTY THAT:

• the Service will be uninterrupted, secure, available at all times, or error-free;
• messages, notifications, API requests, webhooks, calendar events, or other communications will always be successfully sent, received, processed, synchronized, or delivered;
• artificial intelligence outputs will always be accurate, complete, appropriate, or consistent;
• an AI agent or automation will always interpret instructions, customer messages, data, or business rules correctly;
• automated actions will always produce the Customer's intended result;
• appointments will always be created, displayed, synchronized, rescheduled, or cancelled without error;
• third-party services or integrations will remain available or operate without interruption;
• use of the Service will produce any particular number of leads, sales, appointments, conversions, customers, revenue, savings, or other business results; or
• the Service will satisfy every legal, regulatory, contractual, industry-specific, or compliance requirement applicable to a Customer's particular business.

Customers are responsible for testing and validating their configurations, agents, automations, integrations, booking rules, instructions, and workflows before relying on them in production.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

45. CUSTOMER CONFIGURATION AND OPERATIONAL RESPONSIBILITY

SalesChat provides software infrastructure that allows Customers to configure communication, automation, artificial intelligence, integrations, appointment booking, and related business workflows.

The Customer remains responsible for how the Service is configured and used.

This includes responsibility for:

• agent instructions and prompts;
• knowledge and materials supplied to agents;
• automated workflows;
• tools made available to agents;
• communication recipients;
• messaging consent;
• connected communication channels;
• connected calendars;
• booking rules and availability;
• business and calendar timezones;
• team assignments;
• CRM configurations;
• APIs and webhooks;
• third-party credentials;
• external services selected by the Customer;
• Customer Data;
• actions authorized through the Customer's configuration; and
• determining when human supervision or approval is appropriate.

SalesChat is not responsible for errors, losses, or unintended outcomes caused by inaccurate Customer Data, incorrect configuration, unauthorized or inappropriate Customer instructions, or actions expressly enabled by the Customer, except to the extent caused directly by SalesChat in circumstances where liability cannot lawfully be excluded or limited.

46. ARTIFICIAL INTELLIGENCE AND AUTOMATION RISK

Artificial intelligence systems are probabilistic.

Outputs and actions may vary even when similar inputs are provided.

To the maximum extent permitted by applicable law, SalesChat is not responsible for business losses or decisions resulting from a Customer's reliance on an AI-generated response, classification, recommendation, interpretation, or automated action.

Customers are responsible for determining the level of human review appropriate for their use case.

Customers must implement appropriate human oversight where automated decisions or actions could materially affect an individual's rights, health, finances, employment, legal position, or other significant interests.

SalesChat does not guarantee that AI agents will replace human review or professional judgment.

47. THIRD-PARTY PLATFORM AND INTEGRATION RISK

SalesChat depends on third-party platforms, APIs, infrastructure, networks, and services for certain functionality.

These may include communication platforms, social networks, calendar providers, artificial intelligence providers, hosting infrastructure, authentication providers, CRM systems, automation services, payment processors, telephony providers, email services, analytics platforms, and other external systems.

To the maximum extent permitted by applicable law, SalesChat is not responsible for losses arising from an independent third party's:

• downtime or service interruption;
• API outage;
• latency or delivery failure;
• security incident not caused by SalesChat;
• account suspension or termination;
• messaging restriction;
• rate limit;
• policy enforcement;
• rejection of an application or integration;
• change to an API;
• removal or modification of functionality;
• pricing change;
• authorization or OAuth failure;
• data synchronization failure;
• service discontinuation; or
• other act or omission outside SalesChat's reasonable control.

For example, SalesChat cannot guarantee that Meta, Google, an AI provider, a CRM provider, a payment provider, or another external service will continue to provide any particular API, permission, functionality, account status, pricing, or level of service.

48. COMMUNICATION AND MESSAGE DELIVERY

SalesChat facilitates communications through supported communication channels but does not operate or control the underlying telecommunications networks or third-party messaging platforms.

SalesChat does not guarantee the delivery, timing, acceptance, display, or receipt of any particular message.

Messages may fail, be delayed, restricted, filtered, rejected, or otherwise affected by third-party platforms, recipient devices, networks, account status, messaging policies, consent requirements, rate limits, templates, or other circumstances outside SalesChat's reasonable control.

SalesChat is not responsible for lost sales, leads, opportunities, revenue, appointments, or other business outcomes resulting from the failure or delay of a message or communication, to the maximum extent permitted by applicable law.

49. NO GUARANTEE OF BUSINESS RESULTS

SalesChat is a software platform and does not guarantee business performance.

SalesChat makes no guarantee regarding:

• sales;
• revenue;
• conversion rates;
• lead generation;
• lead qualification accuracy;
• customer acquisition;
• appointment volume;
• appointment attendance;
• response rates;
• marketing performance;
• return on investment;
• employee productivity; or
• other commercial outcomes.

Customers remain responsible for their business strategy, offers, marketing, sales processes, customer relationships, and operational decisions.

50. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESCHAT, WEBINK FRANCHISING GROUP, S.A. DE C.V., AND THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESCHAT WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS OPPORTUNITIES, CUSTOMERS, LEADS, APPOINTMENTS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, OR DATA, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF SALESCHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SALESCHAT, WEBINK FRANCHISING GROUP, S.A. DE C.V., AND THEIR AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR THE CUSTOMER'S RELATIONSHIP WITH SALESCHAT WILL NOT EXCEED THE LESSER OF:

(A) THE FEES PAID OR PAYABLE BY THE CUSTOMER TO SALESCHAT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) USD $1,000.

The limitations in this section apply collectively to all claims arising from the same or related events and will not be expanded by the existence of multiple claims, incidents, legal theories, users, or affected individuals.

These limitations apply regardless of whether a claim is based in contract, tort, negligence, statute, or another legal theory, to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

51. CUSTOMER INDEMNIFICATION

To the maximum extent permitted by applicable law, the Customer agrees to defend, indemnify, and hold harmless SalesChat, Webink Franchising Group, S.A. de C.V., and their respective affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, actions, proceedings, damages, liabilities, penalties, fines, costs, and reasonable legal expenses arising out of or relating to:

• Customer Data or Customer Content;
• the Customer's use or misuse of SalesChat;
• the Customer's violation of these Terms;
• the Customer's violation of applicable law;
• communications initiated or sent by the Customer or its configured agents;
• failure by the Customer to obtain legally required consent or authorization;
• spam, unsolicited communications, or unlawful marketing activities conducted by the Customer;
• the Customer's violation of Meta, Google, or another third-party provider's applicable terms or policies;
• an AI agent, automation, tool, workflow, API, webhook, or integration configured or authorized by the Customer;
• third-party services selected or connected by the Customer;
• information, instructions, claims, offers, representations, or content supplied by the Customer;
• infringement or alleged infringement of a third party's intellectual property or other rights by Customer Data or Customer Content;
• unauthorized processing of personal information by the Customer; or
• credentials, systems, data, or third-party accounts connected to SalesChat by the Customer without proper authorization.

This indemnification obligation does not apply to the extent that a third-party claim results directly from SalesChat's own unlawful conduct or other conduct for which liability cannot lawfully be excluded.

SalesChat will provide reasonable notice of an indemnified claim where practicable and may participate in the defense of the claim.

52. PAYMENT DISPUTES AND CHARGEBACKS

Customers should contact SalesChat regarding billing disputes before initiating a chargeback where reasonably possible.

Initiating a chargeback does not eliminate amounts legitimately owed under an applicable subscription, order, or agreement.

SalesChat may suspend paid services associated with payments that are reversed, disputed, fraudulent, or unpaid, subject to applicable law.

Nothing in this section limits rights a Customer may have under mandatory applicable law.

53. FUTURE TRANSACTION AND PAYMENT SERVICES

SalesChat may introduce functionality that enables Customers to generate payment requests, payment links, transaction workflows, or other payment-related functionality through connected payment providers.

Unless expressly stated otherwise in separate applicable terms, SalesChat does not take custody of Customer funds and is not a bank, card network, financial institution, or deposit-taking institution.

Payment transactions may be executed by independent payment providers.

If SalesChat introduces transaction fees, payment facilitation, commissions, or other payment-related services, additional commercial or legal terms may apply and will be disclosed before the applicable functionality is used.

54. CHANGES TO SALESCHAT

SalesChat is an evolving software product.

SalesChat may improve, modify, add, remove, replace, or discontinue functionality over time.

SalesChat may also change functionality when reasonably necessary because of technical requirements, security concerns, third-party API changes, legal requirements, platform policies, or product development.

Where a change materially affects a Customer's contractual rights or obligations, SalesChat may provide additional notice where reasonably appropriate or required by law.

55. CHANGES TO THESE TERMS

SalesChat may update these Terms from time to time.

When material changes are made, the “Last Updated” date will be revised and additional notice may be provided where reasonably appropriate or required by law.

Continued use of SalesChat after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by applicable law.

If you do not agree to material changes, you should discontinue use of the Service.

56. GOVERNING LAW

These Terms and any dispute, claim, or controversy arising out of or relating to SalesChat, the Service, or the relationship between the Customer and SalesChat will be governed by the applicable laws of Mexico, without regard to conflict-of-law principles.

Nothing in these Terms limits rights or obligations that cannot lawfully be waived under applicable law.

57. DISPUTES AND EXCLUSIVE JURISDICTION

To the maximum extent permitted by applicable law, the parties agree that any dispute, claim, action, or proceeding arising out of or relating to these Terms, SalesChat, the Service, or the relationship between the Customer and SalesChat will be subject to the exclusive jurisdiction of the competent courts located in the State of Guanajuato, Mexico.

The Customer and SalesChat consent to the jurisdiction and venue of those courts and waive objections to such venue to the extent permitted by applicable law.

Before initiating formal judicial proceedings, the parties are encouraged to attempt in good faith to resolve the dispute through direct communication.

Nothing in this section overrides a mandatory jurisdictional requirement that cannot lawfully be waived.

58. ASSIGNMENT

The Customer may not assign or transfer these Terms without SalesChat's prior written consent, except where applicable law provides otherwise.

SalesChat may assign or transfer these Terms in connection with a corporate restructuring, merger, acquisition, financing, reorganization, or sale of all or substantially all of the relevant business or assets.

59. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent legally permissible and the remaining provisions will remain in full force and effect.

60. NO WAIVER

Failure by SalesChat to exercise or enforce any provision of these Terms does not constitute a waiver of that provision or any other right.

A waiver is effective only if expressly made by the party granting the waiver.

61. ENTIRE AGREEMENT

These Terms, together with the SalesChat Privacy Policy and any applicable order form, subscription agreement, enterprise agreement, data processing agreement, or other written agreement expressly incorporated by reference, constitute the agreement governing use of SalesChat.

If a separately executed written agreement between SalesChat and a Customer expressly conflicts with these Terms, the separately executed agreement will control to the extent of that conflict.

62. CONTACT

Questions regarding these Terms may be sent to:

SalesChat
Operated by Webink Franchising Group, S.A. de C.V.

Email: soporte@saleschat.cc
Website: saleschat.cc