Terms of Service

1. Definitions

• "Service" refers to the Replia platform, including the web application at replia.ph, APIs, embeddable widgets, WordPress plugin, and all related services provided by Elevatech.
• "Subscriber" or "You" refers to the individual or entity that registers for an account and agrees to these Terms.
• "End User" refers to any individual who interacts with a chatbot created by a Subscriber.
• "Chatbot" refers to an AI-powered conversational agent created by a Subscriber on the Platform.
• "Training Data" refers to any content uploaded or linked by a Subscriber for the purpose of training their Chatbot.
• "Generated Content" refers to text responses produced by the AI models in response to End User queries.
• "Plan" refers to the subscription tier selected by the Subscriber, each with defined usage limits.

2. Eligibility & Account Registration

2.1 Eligibility

You must be at least 18 years old (or the age of legal majority in your jurisdiction) and have the legal authority to enter into these Terms. If you are registering on behalf of an organization, you represent that you have the authority to bind that organization.

2.2 Account Registration

• You must provide accurate, current, and complete information during registration.
• You are responsible for maintaining the confidentiality of your account credentials.
• You are responsible for all activities that occur under your account.
• You must promptly notify us of any unauthorized use of your account.
• You may not create multiple accounts to circumvent usage limits or restrictions.

2.3 Team Members

You may invite team members to collaborate on your Chatbots. You are responsible for the actions of all team members you invite. You may assign admin or member roles, where admin roles have full management capabilities and member roles have limited access.

3. Service Description

Replia is an AI-powered chatbot platform that enables Subscribers to:

• Create Chatbots: Configure AI chatbots with custom personas, instructions, and behavior.
• Train on Content: Upload documents (PDF, DOCX, CSV, text), link web pages, YouTube videos, and sitemaps to create a knowledge base.
• Deploy Widgets: Embed chatbots on websites using a JavaScript widget or WordPress plugin.
• Connect Messaging Platforms: Integrate chatbots with Facebook Messenger and Instagram DMs.
• Capture Leads: Collect contact information from End Users through lead capture forms or AI-assisted capture.
• Manage Conversations: View, manage, and respond to chatbot conversations.
• Customize Appearance: Configure chatbot icon, color theme, and welcome messages.

The Service uses third-party AI models (including OpenAI and Google) to generate chatbot responses. The specific models available may change over time.

4. Plans & Billing

4.1 Subscription Plans

The Service is offered through tiered subscription plans with defined usage limits including: number of chatbots, messages per month, and training resources. Current plan details and pricing are available on the Replia pricing page.

4.2 Free Plan

We offer a Free plan with limited usage. The Free plan is provided "as is" with no service level guarantees. We reserve the right to modify or discontinue the Free plan at any time with 30 days' notice.

4.3 Paid Plans

• Paid subscriptions are billed monthly in advance in Philippine Pesos (PHP).
• Payment is due at the start of each billing cycle.
• All fees are non-refundable unless otherwise stated or required by applicable law.
• We accept payments through our designated payment processors, which may include GCash, Maya, bank transfer, and credit/debit cards.

4.4 Usage Limits

• Each Plan has defined limits for messages per month, chatbots, and training resources.
• If you exceed your Plan's message limit, chatbot responses may be paused until the next billing cycle or until you upgrade.
• We will notify you when you approach or reach your usage limits.

4.5 Price Changes

We may adjust pricing with at least 30 days' advance notice. Price changes will take effect at the start of your next billing cycle after the notice period.

5. Acceptable Use

5.1 You Agree To

• Use the Service only for lawful purposes and in accordance with these Terms.
• Ensure your Chatbot does not generate or promote content that is illegal, harmful, or infringing.
• Provide accurate and clear information to End Users about the nature of the Chatbot (i.e., that it is AI-powered).
• Comply with all applicable laws, including the Philippine Data Privacy Act (RA 10173), when collecting End User data.
• Obtain appropriate consent from End Users before collecting their personal information.

5.2 You Agree NOT To

• Upload or train on content that you do not have the legal right to use.
• Create chatbots that impersonate real individuals without their consent.
• Use the Service for spam, phishing, scams, fraud, or deceptive practices.
• Attempt to circumvent rate limits, domain restrictions, or other security measures.
• Reverse-engineer, decompile, or disassemble any part of the Service.
• Use the Service to develop a competing product or service.
• Sublicense, resell, or redistribute access to the Service without written authorization.
• Upload malicious code, viruses, or harmful content.
• Train Chatbots on content that promotes violence, hate speech, discrimination, terrorism, child exploitation, or illegal activities.
• Collect End User data beyond what is necessary and disclosed.

6. Content & Intellectual Property

6.1 Your Content

You retain all ownership rights to your Training Data, Chatbot configurations, custom responses, and knowledge snippets. By uploading content, you grant Elevatech a limited, non-exclusive, worldwide license to process, store, and use that content solely for providing the Service to you.

6.2 Generated Content

AI-generated responses produced by your Chatbot are provided for your use. You acknowledge that:

• Generated Content is produced by third-party AI models and may not always be accurate, complete, or appropriate.
• You are responsible for reviewing and monitoring the responses your Chatbot produces.
• Similar content may be generated for other users who provide similar Training Data.
• Elevatech does not claim ownership of Generated Content.

6.3 Replia's Intellectual Property

The Service, including its design, code, features, documentation, branding, logos, and UI components, is the intellectual property of Elevatech. These Terms do not grant you any right to use Elevatech's trademarks, logos, or branding without prior written consent.

6.4 Feedback

If you provide feedback or suggestions about the Service, you grant Elevatech an unrestricted, irrevocable, perpetual license to use that feedback for any purpose without compensation.

7. Training Data & AI Processing

7.1 Your Responsibilities

• You are solely responsible for ensuring you have the legal right to upload and use all Training Data.
• You must not upload content that infringes on third-party intellectual property rights, contains personal data without consent, or violates applicable laws.
• You acknowledge that uploaded documents are processed by third-party services (OpenAI for embeddings, Google Cloud Vision for PDF OCR).

7.2 Processing

• Training Data is parsed, chunked, and converted into vector embeddings for retrieval.
• Training Data from one Subscriber is never used to train or improve another Subscriber's Chatbot.
• We do not use your Training Data to train or improve Replia's own AI capabilities or third-party AI models.

7.3 Deletion

When you delete a resource, its associated document chunks and embeddings are permanently removed. When you delete a Chatbot, all associated Training Data, conversations, leads, and configurations are cascade-deleted.

8. Widget Embedding & End Users

8.1 Widget Deployment

• The embeddable Widget uses Shadow DOM for style isolation and does not interfere with the host website.
• The Widget uses local storage for conversation persistence. It does not set cookies or use third-party trackers.
• You may restrict Widget usage to specific domains using the domain restriction feature.

8.2 Your Obligations to End Users

As a Subscriber deploying a Chatbot, you are the data controller for End User personal data. You must:

• Inform End Users that they are interacting with an AI-powered chatbot.
• Include appropriate disclosures in your own privacy policy about the use of Replia.
• Obtain required consent for collecting End User personal data (particularly with lead capture).
• Comply with all applicable data protection laws, including RA 10173.

8.3 Rate Limits

The chat API enforces rate limits of 20 requests per minute per Chatbot and 60 requests per minute per IP address. Attempting to circumvent these limits is a violation of these Terms.

9. Third-Party Integrations

9.1 Facebook Messenger & Instagram

• Connecting your Chatbot to Facebook Messenger or Instagram requires authorization through Meta's OAuth flow.
• You must comply with Meta's Platform Terms, Developer Policies, and Messenger Platform policies.
• Meta's 24-hour messaging window policy applies.
• Elevatech is not responsible for changes to Meta's APIs, policies, or availability.

9.2 AI Providers

• The Service uses OpenAI and Google AI models. Model availability, capabilities, and pricing may change.
• We do not guarantee the accuracy, completeness, or appropriateness of AI-generated responses.

9.3 WordPress Plugin

The Replia WordPress plugin is provided as a convenience for embedding the Widget. It is subject to WordPress.org plugin guidelines in addition to these Terms.

10. Data Protection & Privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

10.1 Data Processing Role

• For Subscriber account data: Elevatech acts as the data controller.
• For End User data collected through Chatbots: The Subscriber is the data controller and Elevatech acts as the data processor.

10.2 Data Processing Agreement

For Subscribers on paid Plans, a Data Processing Agreement (DPA) is available upon request.

10.3 Data Breach Notification

In the event of a personal data breach, we will notify you without undue delay and within 72 hours as required by the Philippine Data Privacy Act.

11. Service Availability & Support

11.1 Availability

• We strive to maintain high availability but do not guarantee uninterrupted access.
• The Service may be temporarily unavailable due to scheduled maintenance or circumstances beyond our control.

11.2 Support

• Free Plan: Community support and documentation only.
• Paid Plans: Email support with reasonable response times.
• Enterprise Plans: Priority support with dedicated assistance.

12. Limitation of Liability

12.1 Disclaimer of Warranties

Elevatech does not warrant that:

• The Service will meet your specific requirements.
• The Service will be uninterrupted, timely, secure, or error-free.
• AI-generated responses will be accurate, complete, reliable, or appropriate.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Elevatech shall not be liable for any indirect, incidental, special, consequential, or punitive damages.
• Elevatech's total aggregate liability shall not exceed the total amount paid by you in the twelve (12) months preceding the claim.
• For Free Plan users, Elevatech's total liability shall not exceed PHP 1,000.

12.3 AI-Specific Disclaimers

• You acknowledge that AI-generated responses may contain errors, inaccuracies, or inappropriate content ("hallucinations").
• You are solely responsible for reviewing and monitoring your Chatbot's responses.
• Elevatech is not liable for any damages arising from End Users relying on AI-generated responses.
• You should not use the Service for applications where inaccurate information could cause harm (e.g., medical, legal, or financial advice) without appropriate disclaimers and human oversight.

13. Indemnification

You agree to indemnify, defend, and hold harmless Elevatech, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising out of:

• Your use of the Service or violation of these Terms.
• Your Training Data or any content you upload.
• Your Chatbot's responses and their impact on End Users.
• Your violation of any applicable law or third-party rights.
• End User data collection practices through your Chatbot.
• Any claim by an End User related to your use of the Service.

14. Termination

14.1 By You

You may terminate your account at any time by contacting us. Upon termination:

• Your access to the Service will be immediately revoked.
• All your Chatbots, Training Data, conversations, leads, and configurations will be permanently deleted.
• No refunds will be issued for the remaining portion of a paid billing cycle, unless required by law.

14.2 By Elevatech

We may suspend or terminate your account if:

• You violate these Terms or our Acceptable Use policies.
• Your use of the Service poses a risk to other users or the Platform.
• We are required to do so by law.
• Your account has been inactive for more than 12 consecutive months (Free Plan only).

14.3 Effect of Termination

Upon termination, Sections 6 (Content & IP), 12 (Limitation of Liability), 13 (Indemnification), 16 (Governing Law), and any other provisions that by their nature should survive, will survive termination.

15. Modifications to Terms

We may modify these Terms from time to time. When we make material changes, we will notify registered Subscribers via email at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance.

16. Governing Law & Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

16.2 Dispute Resolution

1. Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation for 30 days.
2. Mediation: If negotiation fails, the parties shall submit the dispute to mediation under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI).
3. Litigation: If mediation fails, either party may bring the dispute before the proper courts located in Metro Manila, Philippines.

16.3 Class Action Waiver

To the extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any Plan-specific terms, constitute the entire agreement between you and Elevatech.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any right shall not constitute a waiver of such right.
• Assignment: You may not assign these Terms without our consent. Elevatech may assign them in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Elevatech shall not be liable for failures due to circumstances beyond reasonable control, including natural disasters, pandemic, government actions, third-party service outages, or cyberattacks.
• Language: These Terms are drafted in English. In the event of any conflict with a translation, the English version prevails.

18. Contact Us