Terms & Conditions

1. Introduction

Upgrade Axis provides businesses with technology and tools for WhatsApp Business API integration and business communication.

Our Services may include:

• WhatsApp Business API integration
• WhatsApp messaging
• Shared inbox and conversation management
• Chatbots
• AI-powered automation
• Automated workflows
• Message templates
• Broadcasts and campaigns
• Contact management
• Customer tags and attributes
• Message analytics and reporting
• Business communication automation
• Third-party integrations

The availability of specific features may depend on the plan, subscription, WhatsApp/Meta requirements, or other technical limitations applicable to your account.

2. Acceptance of Terms

These Terms constitute a legally binding agreement between you, whether acting personally or on behalf of a business or other legal entity, and Upgrade Axis.

By using the Platform, you confirm that:

• You have read and understood these Terms.
• You agree to comply with these Terms.
• You have authority to enter into these Terms if you are acting on behalf of a business or organization.
• Your use of the Platform will comply with applicable laws and regulations.
• Your use of WhatsApp and Meta services will comply with applicable WhatsApp and Meta policies.

If you do not agree with these Terms, you must immediately discontinue use of the Platform.

3. Changes to These Terms

Upgrade Axis reserves the right to modify, update, or replace these Terms from time to time.

When changes are made, we may update the “Last Updated” date displayed at the beginning of these Terms. Where appropriate, we may also provide notice of material changes through the Platform, email, or another reasonable communication method.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

4. Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

If you are using the Platform on behalf of a company, organization, or other entity, you represent that you have the authority to bind that entity to these Terms.

Upgrade Axis may refuse or restrict access where it reasonably believes that an individual or organization does not meet the applicable eligibility requirements.

5. Account Registration

Certain features of the Platform require you to create an account. When creating an account, you agree to provide accurate and complete information and keep that information updated.

You are responsible for:

• Maintaining the confidentiality of your login credentials.
• Securing access to your account.
• All activities performed through your account.
• Ensuring that individuals using your account are authorized to do so.
• Immediately notifying Upgrade Axis of unauthorized access or suspected security breaches.

You must not create an account using false information or impersonate another person or business. Upgrade Axis may require additional verification or authentication measures where reasonably necessary to protect the Platform and its users.

6. WhatsApp Business API

The Platform provides access to WhatsApp Business API functionality through supported WhatsApp and Meta services.

Your use of WhatsApp Business API is subject to the applicable:

• WhatsApp Business Terms
• Meta terms and policies
• WhatsApp Business Messaging policies
• Commerce and messaging policies
• Other applicable Meta requirements

Upgrade Axis does not guarantee that WhatsApp or Meta will approve, maintain, or continue to provide access to any WhatsApp Business account, phone number, template, messaging feature, or API functionality. WhatsApp or Meta may independently restrict, suspend, disable, or terminate access to their services.

Where such action occurs, Upgrade Axis will not be responsible for restrictions imposed directly by WhatsApp or Meta, except to the extent caused by Upgrade Axis's own breach of its obligations under applicable law or agreement.

7. Acceptable Use

You agree to use the Platform only for lawful and legitimate business purposes.

You must not use the Platform to:

• Conduct illegal activities.
• Send fraudulent or deceptive messages.
• Engage in spam or abusive messaging.
• Send messages without the required consent or lawful basis.
• Harass, threaten, intimidate, or abuse individuals.
• Distribute malware, viruses, or harmful software.
• Promote unlawful activities.
• Impersonate another person or organization.
• Violate another person's privacy.
• Infringe intellectual property rights.
• Circumvent security measures.
• Attempt to gain unauthorized access to accounts or systems.
• Interfere with the operation of the Platform.
• Use the Platform to distribute prohibited or unlawful content.
• Use automated methods to abuse or overload the Platform.
• Use the Services in violation of WhatsApp, Meta, or other third-party policies.

8. WhatsApp Messaging and Consent

You are solely responsible for ensuring that the contacts you communicate with through the Platform have provided any consent or authorization required under applicable law and WhatsApp/Meta policies. You must not use the Platform to send unsolicited, deceptive, misleading, or abusive messages.

You are responsible for:

• Obtaining appropriate customer consent.
• Maintaining appropriate records of consent where required.
• Sending relevant communications.
• Honoring opt-out and unsubscribe requests.
• Following applicable messaging frequency requirements.
• Following WhatsApp and Meta messaging policies.

Upgrade Axis may suspend or restrict messaging functionality if we reasonably believe that your activity may violate applicable law, these Terms, or WhatsApp/Meta policies.

9. Prohibited Content

You may not use the Platform to distribute, promote, or facilitate content that is illegal or prohibited under applicable laws or third-party platform policies.

This may include, without limitation:

• Fraudulent schemes
• Phishing
• Malware
• Illegal goods or services
• Threats or harassment
• Hate-based or abusive content
• Deceptive practices
• Unauthorized financial activities
• Content that infringes intellectual property rights
• Content designed to facilitate criminal activity

Upgrade Axis reserves the right to investigate suspected violations and take appropriate action.

10. Fees and Payment

Certain Services may require payment of subscription fees, usage fees, setup charges, messaging charges, add-ons, or other applicable charges. Before purchasing a paid Service, the applicable pricing and billing terms will be presented to you.

You agree to:

• Provide accurate billing information.
• Pay all applicable fees when due.
• Maintain a valid payment method where required.
• Pay applicable taxes and government charges.
• Update payment information when necessary.

Prices may be displayed in INR, USD, or another currency specified at the time of purchase. Unless otherwise stated, taxes such as GST or other applicable taxes may be charged in addition to the advertised price where legally required.

Upgrade Axis reserves the right to change pricing for future billing periods by providing reasonable notice where required.

11. Subscriptions and Recurring Billing

Where you purchase a recurring subscription, you authorize Upgrade Axis or its applicable payment provider to charge your selected payment method according to the billing frequency presented at the time of purchase. Your subscription will continue until cancelled or terminated.

If payment fails, we may:

• Retry the payment.
• Request updated payment information.
• Restrict certain features.
• Suspend the account.
• Terminate the subscription.

12. Free Trials and Promotional Plans

If Upgrade Axis offers a free trial, promotional period, free plan, or discounted subscription, the applicable terms will be communicated at the time of signup.

Upgrade Axis may modify, discontinue, or restrict promotional offers at its discretion, subject to applicable law.

Unless specifically stated otherwise, a free trial or promotional offer does not guarantee continued access to the Services after the promotional period.

13. Cancellation

You may cancel your subscription according to the cancellation options available through the Platform or by contacting Upgrade Axis.

Unless otherwise stated:

• Cancellation prevents future renewal.
• Your access may continue until the end of the current paid billing period.
• Cancellation does not automatically entitle you to a refund for the unused portion of a billing period.
• Any applicable refund rights will be governed by our Refund Policy and applicable law.

14. Refunds

Unless otherwise stated in writing or required by applicable law, subscription fees, setup fees, messaging/usage charges, add-ons, and third-party service charges may be non-refundable.

Because certain Services involve third-party infrastructure and usage-based costs, charges may be incurred immediately when the Service is activated or used.

If you believe that you have been charged incorrectly, you should contact Upgrade Axis promptly with the relevant transaction details. Refund requests will be reviewed according to the applicable Refund Policy and circumstances of the request.

15. Third-Party Services and Integrations

The Platform may integrate with or depend upon third-party services, including WhatsApp, Meta, payment providers, hosting providers, analytics services, AI providers, and other technology providers. Your use of third-party services may be subject to their own terms and privacy policies.

Upgrade Axis does not control third-party services and is not responsible for:

• Changes to third-party services.
• Third-party outages.
• Third-party policy changes.
• Third-party account suspensions.
• Third-party API limitations.
• Third-party pricing changes.
• Third-party data processing practices.

Where a third-party service becomes unavailable, certain Platform features may also become unavailable.

16. User Content and Customer Data

You may upload, submit, transmit, or otherwise provide content through the Platform, including:

• Text, images, videos, and documents
• Contact information and customer information
• Message templates and campaign content
• Business information
• Chatbot content and workflow instructions

You retain ownership of your User Content. You grant Upgrade Axis a limited, non-exclusive right to process and use User Content only as reasonably necessary to provide, operate, maintain, secure, and improve the Services, subject to our Privacy Policy and applicable law.

You represent that you have all necessary rights and permissions to submit such content to the Platform.

17. Customer Data

Where you use the Platform to process information belonging to your customers, leads, employees, or other individuals, you remain responsible for that data and your use of it.

You must ensure that:

• You have a lawful basis for processing the information.
• You have provided appropriate privacy notices where required.
• You have obtained required consent.
• Your communications comply with applicable laws.
• Your use complies with WhatsApp and Meta policies.
• You honor requests to stop communications.

Upgrade Axis provides the technology used to process such information and does not determine the purposes for which you collect customer information.

18. AI and Automation Services

Certain Platform features may use artificial intelligence or automated processing.

You acknowledge that:

• AI-generated content may contain errors.
• Automated responses may not always be appropriate.
• You are responsible for reviewing and configuring automated communications.
• You should not rely solely on automated responses where human review is reasonably necessary.
• You are responsible for the content and instructions used in your automated workflows.
• You must not configure AI or automation features to conduct unlawful, fraudulent, abusive, or prohibited activities.

19. Intellectual Property

All intellectual property rights in the Platform and Services, including but not limited to software, platform design, user interface, source code, graphics, logos, trademarks, documentation, features, workflows developed by Upgrade Axis, and proprietary technology are owned by Upgrade Axis or its applicable licensors.

Subject to these Terms and your payment of applicable fees, Upgrade Axis grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes.

You may not, without prior written permission:

• Copy the Platform.
• Modify or reproduce the Platform.
• Reverse engineer the Platform.
• Sell or sublicense access.
• Create a competing product using our proprietary materials.
• Remove proprietary notices.
• Copy our software, designs, or documentation.

20. Prohibited Technical Activities

You must not:

• Reverse engineer or decompile the Platform.
• Attempt to access source code.
• Circumvent security mechanisms.
• Probe or scan Platform infrastructure without authorization.
• Introduce viruses or malicious code.
• Conduct denial-of-service attacks.
• Use scraping tools against the Platform.
• Use unauthorized bots or automated systems.
• Attempt to bypass usage limitations.
• Access another user's account without authorization.
• Interfere with Platform infrastructure.
• Attempt to gain unauthorized access to APIs or systems.

21. Account Suspension and Restriction

Upgrade Axis may temporarily suspend, restrict, or terminate your account where reasonably necessary, including if:

• You violate these Terms.
• You violate applicable law.
• You violate WhatsApp or Meta policies.
• Your account is involved in spam or abuse.
• Your account creates security risks.
• Your payment obligations remain unpaid.
• Your use creates a risk to Upgrade Axis, other users, or third parties.
• We receive a lawful request requiring restriction.
• We reasonably suspect fraudulent activity.

Where reasonably possible, we may provide notice before suspension. However, immediate suspension may occur where necessary to protect the Platform, users, or third parties.

22. Termination

You may stop using the Services at any time. Upgrade Axis may suspend or terminate your access where permitted under these Terms.

Upon termination:

• Your right to access the Platform will cease.
• Outstanding payment obligations will remain payable.
• Certain provisions of these Terms will survive termination, including intellectual property, limitation of liability, indemnification, governing law, and dispute-related provisions.
• Subject to applicable law and our data retention obligations, information associated with your account may be deleted or retained according to our Privacy Policy.

23. Service Availability

We aim to provide reliable and continuous access to the Platform but do not guarantee that the Services will always be available, uninterrupted, error-free, secure, or compatible with every device or system.

The Services may occasionally be unavailable because of:

• Maintenance and software updates
• Infrastructure issues
• Internet or telecommunications failures
• WhatsApp or Meta outages
• Third-party service failures
• Security incidents
• Events beyond our reasonable control

24. No Guarantee of WhatsApp Delivery

Upgrade Axis does not guarantee that every message sent through the Platform will be delivered, read, or responded to.

Message delivery may depend on:

• WhatsApp/Meta systems
• Recipient availability and settings
• Message templates and approval status
• Account quality rating and messaging limits
• Policy compliance and carrier routing
• Internet connectivity and third-party systems

Upgrade Axis is not responsible for message delivery failures caused by WhatsApp, Meta, recipients, telecommunications providers, or other third parties.

25. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis. Upgrade Axis does not guarantee that the Services will meet every business requirement or that use of the Services will produce any particular business result.

We do not warrant that:

• The Platform will always be available.
• The Platform will be completely error-free.
• Messages will always be delivered.
• WhatsApp/Meta access will remain available.
• AI-generated responses will always be accurate.
• Third-party integrations will always function.
• The Services will produce specific revenue, leads, conversions, or business results.

26. Limitation of Liability

To the maximum extent permitted by applicable law, Upgrade Axis and its directors, employees, officers, affiliates, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to your use of the Services.

This may include loss of:

• Profits and revenue
• Business opportunities
• Data
• Customers and goodwill
• Business interruption

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

27. Indemnification

You agree to indemnify and hold harmless Upgrade Axis, its affiliates, directors, officers, employees, contractors, and service providers from claims, damages, liabilities, losses, costs, and expenses, including reasonable legal expenses, arising from:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of applicable law.
• Your violation of WhatsApp or Meta policies.
• Your User Content.
• Your violation of another person's rights.
• Your unauthorized or unlawful use of customer information.
• Your messaging or marketing activities.

28. Privacy

Your use of the Platform is also governed by our Privacy Policy.

Our Privacy Policy explains how Upgrade Axis collects, uses, stores, processes, and protects personal information.

By using the Platform, you acknowledge and agree to the practices described in our Privacy Policy.

29. Confidentiality

You may receive confidential or proprietary information relating to Upgrade Axis or the Platform. You agree not to disclose or misuse confidential information except where necessary to use the Services or where required by law.

Similarly, Upgrade Axis will handle confidential business information according to applicable contractual obligations and our Privacy Policy.

30. Third-Party Links

The Platform may contain links to websites, applications, or services operated by third parties. Such links are provided for convenience only.

Upgrade Axis does not control or endorse third-party websites and is not responsible for their content, security, availability, or privacy practices.

31. Compliance with Laws

You agree to use the Platform in compliance with all applicable laws and regulations, including those relating to:

• Data protection and privacy
• Electronic communications
• Marketing and advertising
• Consumer protection
• Intellectual property
• Anti-spam requirements
• Business communications

You are responsible for understanding and complying with laws applicable to your business, industry, customers, and location.

32. Force Majeure

Upgrade Axis will not be responsible for delays or failures caused by circumstances beyond our reasonable control, which may include:

• Natural disasters, war, terrorism, or government actions
• Internet outages and telecommunications failures
• Cyberattacks and infrastructure failures
• Power outages
• Third-party service outages
• WhatsApp or Meta service interruptions
• Other events beyond our reasonable control

33. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of India, without regard to conflict-of-law principles.

Any legal proceedings arising from these Terms or your use of the Services shall be subject to the jurisdiction of the courts located in New Delhi, India, unless applicable law requires otherwise.

34. Dispute Resolution

If a dispute arises between you and Upgrade Axis, the parties will first attempt to resolve the dispute through good-faith communication.

You may contact Upgrade Axis using the contact information provided below to raise a dispute.

If the dispute cannot be resolved through good-faith discussions, the parties may pursue available legal remedies in accordance with applicable law.

35. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable.

The remaining provisions will continue to remain in full force and effect.

36. Waiver

If Upgrade Axis does not immediately enforce any right or provision under these Terms, that does not constitute a waiver of that right or provision.

Any waiver must be made expressly and in writing to be effective.

37. Entire Agreement

These Terms, together with our Privacy Policy, applicable Refund Policy, subscription terms, and any other policies expressly incorporated into these Terms, constitute the entire agreement between you and Upgrade Axis regarding your use of the Platform.

These Terms replace any prior agreements or understandings concerning the same subject matter, except where expressly agreed otherwise.

38. Contact Us

If you have questions regarding these Terms & Conditions, please contact us:

39. Acknowledgement

By creating an account, connecting a WhatsApp Business account, purchasing a subscription, or otherwise accessing or using wa.upgradeaxis.com, you acknowledge that:

• You have read and understood these Terms & Conditions.
• You agree to be bound by these Terms.
• You will comply with applicable laws and regulations.
• You will comply with WhatsApp and Meta policies.
• You are responsible for the information and content you process through the Platform.
• You are responsible for obtaining the necessary permissions and consent from your customers and contacts.
• You accept responsibility for your use of the Services.