Terms & Conditions

1. Agreement and Acceptance

These Terms & Conditions ("Agreement") are a legally binding agreement between you ("Client", "Customer", "you", "your") and Messaro LLC, a Wyoming limited liability company with its address at 30 N Gould St Ste R, Sheridan, Wyoming 82801, United States ("Messaro", "we", "our", "us").

By creating an account, accepting these Terms, accessing, or using our website or Services, including SMS campaigns, email marketing, conversation management, and automated lead-nurturing workflows, you agree to this Agreement.

If you use the Services on behalf of a business, you represent and warrant that you are authorized to bind that business to this Agreement.

Our Services are intended primarily for business and professional use.

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

2. Services

Messaro provides AI-powered marketing and communication solutions, including but not limited to:

• SMS marketing and two-way messaging.
• Email marketing and automation.
• Campaign builders and lead-nurturing workflows.
• Messaging and conversation management.
• AI-assisted content creation and marketing features.
• Third-party integrations and communications infrastructure.

We provide the Services according to the features, pricing, and applicable service descriptions made available in the platform or agreed upon separately.

We may modify, suspend, or discontinue parts of the Services from time to time. We will provide notice of material changes where reasonably practicable, except where immediate action is necessary for security, legal, compliance, or provider-related reasons.

3. Client Responsibilities

3.1 Compliance with applicable laws

You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and third-party requirements, including where applicable:

• Telephone Consumer Protection Act (TCPA).
• CAN-SPAM Act.
• Federal and state telemarketing and consumer protection laws.
• Applicable data protection and privacy laws, including GDPR where relevant.
• CTIA Messaging Principles and Best Practices.
• The Campaign Registry (TCR) requirements.
• A2P 10DLC and toll-free messaging requirements.
• Applicable carrier, telecommunications provider, and email service provider policies.

You are responsible for determining the legal requirements applicable to your business, recipients, campaigns, and jurisdictions.

3.2 Customer as message sender

You are responsible for the messages and campaigns you create, authorize, upload, schedule, or transmit through your account.

You are responsible for:

• Message content and recipient selection.
• Obtaining and maintaining legally required consent.
• Maintaining accurate recipient information.
• Respecting unsubscribe and opt-out requests.
• Ensuring that your campaigns comply with applicable laws and platform requirements.
• Ensuring that any employees, contractors, agencies, or other authorized users accessing your account comply with this Agreement.

You acknowledge that Messaro provides technology and communication infrastructure and does not independently approve the legality of every campaign or recipient list.

This allocation of contractual responsibilities does not override liability imposed on Messaro by applicable law.

3.3 Recipient consent and contact lists

You represent and warrant that you have all necessary legal rights and permissions to collect, upload, store, process, and contact recipients through the Services.

For SMS marketing, you must obtain the consent required by applicable laws, carrier rules, and messaging-provider requirements, including prior express written consent where required.

You must not use purchased, rented, scraped, harvested, or otherwise improperly obtained contact lists for SMS marketing.

For email marketing, you must ensure that contact acquisition and outreach comply with applicable email marketing and privacy laws.

Possession of a telephone number or an existing business relationship does not automatically establish valid consent to receive SMS marketing.

You agree not to contact individuals who have opted out, withdrawn consent, or otherwise requested that communications stop.

3.4 Consent records and verification

You agree to maintain appropriate evidence of recipient consent, including where available:

• Recipient phone number or email address.
• Date and time consent was obtained.
• Source and method of consent.
• Applicable consent language.
• Business or brand for which consent was obtained.
• Applicable campaign or messaging purpose.
• Records of consent withdrawal and opt-outs.

You must retain these records for the period required by applicable law and relevant provider requirements.

Upon reasonable request, you must provide Messaro with sufficient evidence to verify consent and compliance.

Where an urgent carrier, regulatory, or abuse investigation is involved, you agree to cooperate promptly and provide available documentation within the applicable deadline communicated by Messaro.

Failure to provide requested compliance documentation may result in the suspension of campaigns or account access.

3.5 Prohibited activities

You may not use Messaro to:

• Send unlawful, unsolicited, deceptive, or abusive messages.
• Send SMS marketing without the consent required for that messaging.
• Circumvent unsubscribe or suppression mechanisms.
• Engage in phishing, fraud, impersonation, or misleading promotions.
• Send unlawful, threatening, discriminatory, or otherwise prohibited content.
• Use misleading sender identification.
• Misrepresent your business or the purpose of your campaigns.
• Misuse phone numbers, campaign registrations, or messaging identities.
• Use another business's messaging registration without authorization.
• Circumvent messaging limits, restrictions, filtering, or compliance systems.
• Violate applicable third-party provider policies.
• Engage in any activity that presents an unreasonable legal, financial, operational, or reputational risk to Messaro or its providers.

Messaro may maintain additional acceptable-use and prohibited-content policies consistent with these Terms.

3.6 Account security

You are responsible for maintaining the confidentiality of your credentials and controlling access to your account.

You agree to notify Messaro promptly if you suspect unauthorized access or misuse.

You are responsible for activity conducted by users you authorize to access your account, subject to applicable law and Messaro's own legal obligations.

3.7 Carrier registration

You are responsible for providing accurate and complete business information for A2P 10DLC, toll-free verification, The Campaign Registry, and other applicable registrations.

You agree that:

• Registration information must identify the actual business and messaging purpose.
• Message samples, consent procedures, and campaign descriptions must accurately represent intended messaging activity.
• Registered campaigns must only be used for authorized purposes.
• You must promptly update information that becomes inaccurate.
• Approval is determined by third-party registration authorities and carriers.
• Registration fees are non-refundable except where required by applicable law.

You are responsible for fines, fees, or penalties attributable to inaccurate information or misuse of registrations, as further described in Section 10.

3.8 Opt-out and suppression compliance

You must honor all legally valid opt-out, unsubscribe, and consent-withdrawal requests.

This includes requests received through SMS, email, telephone, or other applicable communication methods.

You must not knowingly circumvent, disable, or bypass suppression mechanisms.

You agree to cooperate with Messaro's automated or manual compliance processes.

4. Fees and Payment

Fees for subscriptions, messaging credits, email credits, phone numbers, carrier registrations, and additional services are determined by the pricing displayed in the platform or otherwise agreed upon.

You agree to pay all applicable charges when due.

4.1 Non-refundable fees

Except where required by applicable law or expressly provided otherwise:

• Subscription fees are non-refundable once paid.
• Messaging Credits and Email Credits are non-refundable.
• Phone number rental fees are non-refundable.
• Carrier, registry, vetting, and registration fees are non-refundable once incurred.
• Partial billing periods are not refunded or prorated.

Messaro may issue goodwill credits or refunds at its discretion without creating an obligation to do so in future cases.

If you believe a billing error occurred, contact contact@messaro.com.

4.2 Price changes

Subscription prices may change with at least 30 days' notice, effective from a subsequent billing period.

Messaging costs, credit rates, carrier fees, and third-party charges may change according to provider pricing.

Where reasonably practicable, updated rates will be displayed before new purchases or usage charges occur.

4.3 Additional third-party charges

You are responsible for applicable carrier, registry, verification, telecommunications, and other third-party charges arising from your use of the Services.

Additional liability arising from prohibited activity, regulatory assessments, or campaign violations is governed by Section 10.

4.4 Suspension for billing issues

Messaro may restrict or suspend account functionality for unpaid invoices, payment failures, reversed transactions, negative balances, or suspected fraudulent payment activity.

Where reasonably practicable, we will notify you of the reason for the restriction.

5. Messaging Credits and Email Credits

Messaging Credits and Email Credits are prepaid service entitlements used within the Messaro platform.

They are not cash, deposits, stored-value accounts, or transferable financial instruments.

• Credits have no cash value.
• Credits cannot be transferred or sold between accounts.
• Credit costs vary according to destination, channel, provider, and message type.
• Credits are consumed when messages are submitted to the applicable provider according to platform billing rules.
• Messages accepted by a provider but subsequently blocked, filtered, or undelivered are not automatically eligible for credit reimbursement.
• Free plan accounts may purchase a maximum of 5,000 Messaging Credits per calendar month.
• Paid plans have no monthly top-up limit unless a separate restriction applies.
• Subscription-included credits reset according to the billing period and do not roll over.
• Purchased credits do not expire while the account remains open, subject to these Terms.
• Credits remaining on account closure are forfeited and are not refunded except where required by law.

We may correct credit balances resulting from billing errors, payment reversals, or improper credits.

6. Chargebacks and Payment Reversals

If you believe a payment is incorrect, we encourage you to contact contact@messaro.com so we can investigate.

Nothing in these Terms removes rights you may have under applicable law or payment network rules.

Where a payment is disputed, refunded, or reversed, Messaro may, as appropriate:

• Adjust or reverse the corresponding credits.
• Suspend spending or purchasing functionality during investigation.
• Change the applicable subscription plan.
• Temporarily suspend the account where necessary.
• Recover unpaid amounts and reasonable, legally recoverable processing or dispute-related costs.

A negative credit balance may constitute an amount owed to Messaro.

Where a payment dispute is resolved in your favor, we will make appropriate account or billing adjustments.

Fraudulent payment activity or repeated abusive payment disputes may result in account termination.

7. Fair Use and Rate Limits

We may implement reasonable technical and operational limits to protect the Services and our provider relationships.

These may include:

• Messaging throughput limitations.
• Campaign volume restrictions.
• Sending frequency limits.
• Usage and rate controls.
• Fraud and spam prevention measures.
• Provider-specific restrictions.

"Unlimited" allowances remain subject to reasonable fair-use, technical, and applicable provider restrictions.

We may throttle or suspend activity that threatens service stability or compliance.

8. Trials, Free Plan and Promotional Credits

Free plans, trials, and promotional offers are subject to the limitations displayed in the platform.

• Free plan accounts are subject to the 5,000 Messaging Credits monthly top-up limit.
• Promotional credits have no cash value.
• Promotional allowances may be withdrawn in cases of abuse or violations.
• Only one free plan or trial is permitted per business unless expressly approved.
• Creating multiple accounts to circumvent restrictions is prohibited.

We may modify or discontinue promotional features or free offerings, subject to applicable law and any express commitments.

9. Third-Party Services and Provider Requirements

Messaro relies on third-party providers, including telecommunications companies, messaging aggregators, carriers, registries, payment processors, and email infrastructure providers.

These providers may establish their own policies, restrictions, registration standards, and acceptable-use requirements.

You agree to comply with applicable provider and carrier requirements associated with your use of the Services, including requirements communicated by Messaro.

Where you permit downstream customers or users to access messaging functionality, you must ensure they are bound by appropriate obligations consistent with these Terms and applicable provider requirements.

Third-party providers may filter, reject, delay, block, or suspend messages and registrations.

Messaro does not guarantee delivery, registration approval, or uninterrupted availability of third-party infrastructure.

To the extent permitted by applicable law, Messaro is not responsible for third-party interruptions or restrictions beyond its reasonable control.

Third-party service charges are non-refundable once incurred, except where required by applicable law.

10. Customer Indemnification, Regulatory Fines and Third-Party Charges

10.1 Customer indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Messaro LLC, its affiliates, directors, officers, employees, agents, and representatives from and against third-party claims, proceedings, damages, liabilities, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising from or attributable to:

1. Your breach of this Agreement.
2. Your messages, marketing campaigns, contact lists, content, or activities conducted through your account.
3. Your failure to obtain or maintain consent required by applicable law or provider rules.
4. Your failure to honor unsubscribe, opt-out, or consent-withdrawal requests.
5. Your violation of the TCPA, CAN-SPAM, applicable privacy laws, telemarketing regulations, or other applicable legal requirements.
6. Your violation of applicable carrier, registry, telecommunications, or third-party messaging-provider requirements.
7. Inaccurate, incomplete, misleading, or unauthorized registration information.
8. Your use of unlawfully obtained contact data or prohibited contact lists.
9. Fraudulent, deceptive, abusive, or otherwise prohibited activity conducted through your account.
10. Acts or omissions of employees, contractors, agencies, or other users acting under your authority.

This indemnification obligation applies only to the extent the applicable claim or loss is attributable to the matters described above.

It does not require you to indemnify Messaro for liabilities attributable to Messaro's own unlawful conduct, negligence, or willful misconduct to the extent such indemnification is prohibited by applicable law.

10.2 Carrier, regulatory and third-party fines

If Messaro incurs, becomes liable for, or is assessed a fine, penalty, forfeiture, regulatory assessment, carrier charge, registry penalty, provider administrative charge, or other third-party financial liability arising from or attributable to your conduct, campaigns, messages, data, or violations, you agree to reimburse Messaro for the applicable amount to the fullest extent permitted by law.

This includes qualifying amounts assessed by:

• SignalWire.
• Telecommunications carriers and messaging aggregators.
• The Campaign Registry and other registration authorities.
• Toll-free verification providers.
• Email infrastructure and delivery providers.
• Other third-party providers supporting your use of Messaro.
• Regulatory or governmental authorities, where reimbursement is legally permitted.

Qualifying charges may include provider-imposed administrative penalties associated with a customer-caused violation.

For clarity, if an upstream provider charges Messaro a regulatory fine together with an administrative penalty arising from your conduct, the qualifying amounts may be passed through to you as permitted by applicable law.

10.3 Reimbursement and payment

You agree to reimburse Messaro for qualifying amounts under Section 10.2 within thirty (30) calendar days after receiving written demand.

Messaro will provide a reasonable description of the charge and available supporting information, subject to confidentiality and applicable provider restrictions.

If you reasonably dispute the attribution or amount of a charge, you must notify Messaro promptly and provide supporting information. Both parties will cooperate in good faith to investigate the dispute. A dispute does not automatically suspend payment of an amount Messaro is legally required to pay to an upstream provider, unless the parties agree otherwise or applicable law requires it.

Messaro may seek recovery of unpaid amounts through lawful collection procedures.

Where you have separately and expressly authorized your payment method to be charged for these categories of liabilities, Messaro may collect qualifying amounts through that payment method in accordance with that authorization, applicable law, and payment processor rules.

Messaro may require additional verification, advance funding, deposits, or other reasonable safeguards for accounts presenting elevated financial or compliance risk, subject to applicable law and any separate written agreements.

10.4 Legal claims and defense

You agree to cooperate reasonably with Messaro in investigating and defending claims relating to your campaigns or use of the Services.

Messaro will provide reasonably prompt notice of indemnifiable claims, to the extent practicable.

The parties will cooperate regarding defense and settlement arrangements. You may not settle a claim in a manner that imposes liability, admission of wrongdoing, or non-monetary obligations on Messaro without Messaro's prior written consent.

Messaro may retain separate legal representation where reasonably necessary to protect its interests.

Any indemnifiable legal costs must be reasonable and attributable to the covered claim.

10.5 Exclusion from liability limitations

Your payment, reimbursement, and indemnification obligations under this Section 10 are not subject to the limitation of Messaro's liability contained in Section 14, to the fullest extent permitted by applicable law.

These obligations are separate from normal subscription or messaging fees.

10.6 Survival

Your obligations under this Section 10 survive cancellation, suspension, account closure, and termination of this Agreement to the extent they relate to conduct occurring during your use of the Services.

This includes qualifying charges received by Messaro after your account has been closed.

11. Monitoring, Enforcement and Suspension

Messaro reserves the right, but does not undertake a general obligation, to monitor usage for security, fraud prevention, messaging abuse, and compliance purposes, subject to applicable law and our Privacy Policy.

11.1 Immediate suspension

Messaro may immediately pause, restrict, or suspend individual campaigns, sending numbers, messaging functionality, or account access if we reasonably suspect:

• Unlawful messaging or insufficient recipient consent.
• Spam, fraud, phishing, or prohibited content.
• Circumvention of opt-outs or suppression lists.
• Misuse of carrier registrations.
• Abnormally high complaint or opt-out rates.
• A material violation of provider requirements.
• Material financial or regulatory exposure.
• Any activity that threatens Messaro, its users, or its providers.

Where reasonably practicable, we will notify the affected customer of the reason for suspension.

We may act without prior notice when immediate intervention is necessary.

11.2 Compliance investigations

Messaro may request reasonable documentation to investigate suspected violations.

This may include recipient consent evidence, campaign information, business verification details, list acquisition records, or other relevant documentation.

You agree to cooperate with reasonable compliance investigations.

Failure to cooperate may result in continued suspension or termination.

11.3 Compliance safeguards

Messaro may implement automated or manual systems to identify suspicious or non-compliant activity.

Such systems may include content screening, sending restrictions, account verification, complaint monitoring, and campaign review.

These safeguards do not constitute a guarantee that messages or campaigns comply with applicable law.

11.4 Account termination

Messaro may terminate accounts involved in serious or repeated violations.

Termination does not remove your responsibility for unpaid fees, qualifying provider charges, or other surviving contractual obligations.

12. Intellectual Property

Messaro and its licensors retain all intellectual property rights in the platform, software, documentation, branding, and Services.

You retain ownership of your customer data and marketing content.

You grant Messaro a limited license to process and use such information as reasonably necessary to provide, maintain, secure, and improve the Services, subject to applicable law, our Privacy Policy, and applicable data-processing agreements.

You may not copy, reverse-engineer, modify, or unlawfully reproduce our software or proprietary technology.

13. Confidentiality

Both parties agree to protect each other's confidential business information and use it only as necessary to perform their obligations under this Agreement.

Confidential information excludes information that:

• Is publicly available without breach.
• Was lawfully known before disclosure.
• Is lawfully received from another party without confidentiality restrictions.
• Is independently developed without using confidential information.

Confidential information may be disclosed where required by law or lawful regulatory process, subject to applicable notice requirements.

14. Warranties, Disclaimers and Limitation of Liability

14.1 Service disclaimers

The Services are provided on an "as-is" and "as-available" basis.

To the fullest extent permitted by law, Messaro disclaims implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee:

• Uninterrupted or error-free operation.
• Successful message delivery.
• Approval of messaging registrations.
• Specific campaign performance or revenue.
• Uninterrupted availability of third-party systems.

14.2 Limitation of Messaro's liability

To the fullest extent permitted by law, Messaro and its affiliates or providers are not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, business interruption, and loss of business opportunities, arising from use of the Services.

Messaro's aggregate liability under this Agreement shall not exceed the total fees paid by you to Messaro during the twelve (12) months preceding the event giving rise to the claim.

This limitation does not exclude liabilities that cannot lawfully be limited.

14.3 Customer obligations not limited

The limitations of Messaro's liability do not limit amounts owed by you for valid fees, reimbursable provider assessments, or indemnification obligations under Section 10.

15. Term, Cancellation and Termination

15.1 Term

This Agreement remains effective while your account is active or you continue using the Services, unless terminated earlier.

15.2 Cancellation

You may cancel your subscription at any time through the Billing section of the platform.

Cancellation prevents future subscription renewals.

It does not automatically result in a refund of previous payments.

Unless your account is suspended or terminated for cause, access continues until the end of the paid subscription period, after which your account may transition to the free plan.

Cancellation does not automatically delete stored data. Data retention is governed by our Privacy Policy and applicable retention procedures.

15.3 Termination

You may terminate your account by closing it, subject to any outstanding payment or contractual obligations.

Messaro may suspend or terminate an account for material violations, non-payment, unlawful activity, or other grounds permitted under this Agreement.

Upon termination:

• Your right to use the Services ends.
• We may deactivate or restrict access.
• Outstanding payment obligations remain due.
• Unused credits are handled according to Section 5 and applicable law.
• Customer data may be retained, deleted, or archived according to our retention obligations.

15.4 Surviving obligations

Provisions intended by their nature to survive termination will remain effective, including accrued payment obligations, intellectual property rights, confidentiality, applicable liability limitations, dispute resolution, and Section 10.

16. Data Protection and Privacy

Your use of the Services is subject to our Privacy Policy: https://messaro.com/privacy

You are responsible for ensuring that any personal information uploaded or processed through your account has been collected and processed lawfully.

You represent and warrant that you have the necessary legal basis, authorizations, and consents to process such data using Messaro.

You must comply with applicable privacy and data protection laws, including GDPR where applicable.

Where legally required, additional data-processing terms may apply between the parties.

Nothing in this Agreement relieves Messaro of its own obligations under applicable data protection laws.

17. Changes to the Terms

Messaro may update these Terms from time to time.

We will identify material revisions through an updated publication date and version number.

We will provide reasonable advance notice of material changes by email, in-app notice, or prominent website notice where required by applicable law.

Changes will take effect on the stated effective date.

Where further affirmative acceptance is legally required, we will obtain it before relying on the revised terms.

18. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Except where prohibited by applicable law, disputes arising from this Agreement that cannot be resolved amicably shall be settled through binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

The seat of arbitration shall be Sheridan, Wyoming, United States.

The arbitration language shall be English.

Nothing in this section prevents either party from seeking relief in a court of competent jurisdiction where such relief cannot lawfully or appropriately be determined by arbitration.

19. Miscellaneous

19.1 Severability

If any provision is found unenforceable, the remainder of the Agreement remains effective.

19.2 No waiver

Failure to enforce a contractual right does not constitute a waiver of that right.

19.3 Assignment

You may not transfer or assign this Agreement without our prior written consent.

Messaro may assign this Agreement to an affiliate or successor entity, subject to applicable law.

19.4 Entire agreement

These Terms, together with applicable policies and separately executed agreements expressly incorporated by reference, constitute the agreement between the parties concerning the Services.

Where a separately signed agreement expressly supersedes a provision of these Terms, the signed agreement controls to the extent stated.

19.5 Notices

Official contractual notices may be delivered using the contact details associated with your account or other methods permitted under this Agreement.

You are responsible for maintaining accurate account contact information.

Questions?

For questions about these Terms, billing, or compliance, contact:

Messaro LLC
30 N Gould St Ste R
Sheridan, Wyoming 82801
United States

Email: contact@messaro.com

Website: https://messaro.com