Terms & Conditions

1. Acceptance of Terms

You must be at least 18 years old and able to form a legally binding contract to use the Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

If we make material changes to these Terms, we will provide notice as described in Section 17. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

2. Eligibility & Accounts

To use the Service you must register for an account and provide accurate, current, and complete information. You are responsible for:

• Safeguarding your account credentials and any API keys issued to you;
• All activity that occurs under your account, whether or not authorized by you;
• Promptly notifying us at security@woengage.com of any unauthorized use or suspected security incident;
• Ensuring that any team members you invite comply with these Terms.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe are being used fraudulently or in violation of these Terms.

3. Description of the Service

WoEngage is an AI-agentic customer engagement platform that allows you to connect your own data sources (including SQL databases, NoSQL databases, and CSV files), define audiences and prompts, and orchestrate messages to your end users across supported channels (including email, SMS, and push notifications) through integrated third-party providers. Features, connectors, and channel availability may change or be added or removed over time, with or without notice, at our sole discretion, though we will use commercially reasonable efforts to notify you of material reductions in functionality affecting a paid plan.

4. Your Data & Data Connections

"Customer Data" means any data, database records, files, audience lists, message content, or other content that you connect to, upload to, or generate through the Service, including personal data relating to your own end users or customers.

• Ownership. As between you and WoEngage, you retain all right, title, and interest in and to your Customer Data. We claim no ownership over it.
• License to us. You grant WoEngage a limited, non-exclusive, worldwide license to access, host, process, and transmit Customer Data solely to provide, maintain, secure, and improve the Service, and to comply with law.
• Your responsibility. You represent and warrant that you have all necessary rights, consents, and legal bases to provide Customer Data to WoEngage and to instruct WoEngage to process it, including any personal data of your end users, and that your use of the Service complies with applicable data protection and privacy laws.
• Read-only / least-privilege access. Where you connect a database or data source, you are responsible for granting WoEngage only the level of access (e.g., read-only credentials, scoped API keys) appropriate for your use case. WoEngage is not responsible for damage resulting from credentials with broader permissions than necessary.
• Processing terms. To the extent Customer Data includes personal data subject to the GDPR, UK GDPR, CCPA/CPRA, or similar laws, the terms of our Privacy Policy and, where applicable, a separate Data Processing Addendum ("DPA") available upon request, govern such processing and are incorporated into these Terms.

5. Acceptable Use Policy

You agree that you will not, and will not permit any third party to:

• Use the Service to collect, store, or process sensitive data (e.g., government identifiers, health records, payment card data, or children's data) unless you have implemented adequate safeguards and have a lawful basis to do so;
• Upload, connect, or transmit any data you do not have the legal right to use, or that infringes the rights of any third party;
• Use the Service to send unsolicited, deceptive, or unlawful messages, or in any manner that violates Section 6;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except where such restriction is prohibited by law;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service, other customers' data, or WoEngage's systems and networks;
• Use the Service to build a competing product, or to benchmark the Service for publication without our prior written consent;
• Introduce viruses, malware, or other harmful code into the Service, or probe, scan, or test the vulnerability of the Service without authorization;
• Use the Service in violation of any applicable export control, sanctions, or anti-corruption laws.

We may investigate and, where warranted, suspend access for accounts that we reasonably believe violate this Acceptable Use Policy, with notice where practicable.

6. Messaging & Anti-Spam Compliance

Because the Service can be used to send email, SMS, and push messages to your end users, you are solely responsible for ensuring that every campaign you send through the Service complies with applicable law, including (as relevant to your use) the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA"), CTIA messaging guidelines, applicable carrier requirements, the EU's ePrivacy Directive, GDPR, PECR, CASL, and equivalent laws in your jurisdiction. Specifically, you represent and warrant that you will:

• Obtain and retain records of valid consent (e.g., opt-in) before messaging any recipient, where required by law;
• Honor opt-out, unsubscribe, and "STOP" requests promptly and in accordance with law;
• Include accurate sender identification and, where required, a valid physical mailing address in email campaigns;
• Not use false or misleading header, subject-line, or sender information;
• Not purchase, rent, or use harvested, scraped, or otherwise illegitimately obtained contact lists;
• Suppress recipients who have opted out across all future campaigns.

We reserve the right to suspend campaigns, throttle sending, or terminate accounts that generate excessive spam complaints, bounce rates, or carrier/provider violations, in order to protect the deliverability and reputation of the Service for all customers.

7. Third-Party Services & Integrations

The Service enables you to connect third-party data sources and messaging providers (for example, email, SMS, and push delivery providers) that you select and configure ("Third-Party Services"). Your use of any Third-Party Service is governed by that provider's own terms and privacy policy. WoEngage does not control and is not responsible for the availability, content, or practices of Third-Party Services, and integrating them is at your own discretion and risk.

8. Fees, Billing & Subscriptions

• Subscription plans. Paid features are billed in advance on a recurring basis (monthly or annually) as described on our pricing page or in your order form, plus any usage-based charges (e.g., message volume) accrued during the billing period.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for unless you provide a valid exemption certificate.
• Auto-renewal. Subscriptions renew automatically for successive periods equal to the prior term unless you cancel before the renewal date through your account settings.
• Non-payment. We may suspend or downgrade your access if fees are past due and not cured within a reasonable notice period.
• Refunds. Except as required by law or expressly stated in your order form, fees are non-refundable.
• Free trials. We may offer free trials or free-tier access, which we may modify or discontinue at any time.

9. Intellectual Property

WoEngage and its licensors retain all right, title, and interest in and to the Service, including all software, models, workflows, designs, trademarks, and documentation, excluding your Customer Data. Except for the limited rights expressly granted to you to access and use the Service, no other rights are granted, whether by implication, estoppel, or otherwise. Feedback you voluntarily provide about the Service may be used by us without restriction or obligation to you.

10. Confidentiality

Each party may receive non-public business, technical, or product information of the other party ("Confidential Information"). Each party agrees to use the other's Confidential Information solely to perform its obligations under these Terms, to protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and not to disclose it to third parties except to employees, contractors, and advisors bound by confidentiality obligations, or as required by law.

11. Security

We maintain administrative, technical, and physical safeguards designed to protect the Service and Customer Data, including encryption of data in transit, encryption of sensitive data at rest, role-based access controls, and routine security monitoring. No method of transmission or storage is 100% secure, and we cannot guarantee absolute security. If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay and in accordance with applicable law and any DPA in place between us.

12. Disclaimers

Except as expressly stated in these Terms, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that any AI-generated content, recommendation, or automated message will be accurate, complete, or suitable for your particular purpose. You are responsible for reviewing AI-generated outputs before they are sent to your end users.

13. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages. Each party's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to WoEngage in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to (a) a party's indemnification obligations, (b) breaches of confidentiality, (c) a party's gross negligence or willful misconduct, or (d) amounts that cannot be limited under applicable law.

14. Indemnification

You agree to defend, indemnify, and hold harmless WoEngage and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Data or your instructions to process it; (b) your use of the Service in violation of these Terms or applicable law, including Section 6; or (c) your violation of any third-party right, including privacy or intellectual property rights.

15. Term, Suspension & Termination

These Terms remain in effect while you use the Service. You may terminate your account at any time through your account settings or by contacting us. We may suspend or terminate your access immediately if you materially breach these Terms, including the Acceptable Use Policy, or if required to do so by law. Upon termination, your right to access the Service ceases, and we will delete or anonymize your Customer Data in accordance with our data retention practices described in the Privacy Policy, unless a longer retention period is required by law or a signed DPA. Sections that by their nature should survive termination (including Sections 9, 10, 12, 13, 14, and 16) will survive.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the jurisdiction in which WoEngage AI Inc. is incorporated, without regard to conflict-of-laws principles, unless a different governing law is required by mandatory consumer-protection law applicable to you. The parties agree to first attempt to resolve any dispute informally by contacting legal@woengage.com. If a dispute is not resolved within thirty (30) days, either party may pursue any remedy available at law, subject to any binding arbitration or venue provision in a signed order form between the parties.

17. Changes to these Terms

We may update these Terms from time to time to reflect changes to the Service or for legal, regulatory, or security reasons. If we make material changes, we will notify you by email and/or an in-product notice at least fifteen (15) days before the changes take effect, except where changes are required immediately to address a legal or security requirement. The "Last updated" date at the top of this page indicates when these Terms were last revised.

18. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any order form or DPA, constitute the entire agreement between you and WoEngage regarding the Service.
• Assignment. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce any provision is not a waiver of our right to do so later.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

19. Contact Us

If you have questions about these Terms, please contact us at legal@woengage.com.

WoEngage AI Inc.