PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE CONVERSELY PLATFORM, MOBILE APPLICATION, OR ANY ASSOCIATED APPLICATIONS AND TOOLS (COLLECTIVELY, "CONVERSELY" OR THE "PLATFORM"). THESE TERMS GOVERN YOUR ACCESS TO AND USE OF CONVERSELY. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.
Conversely is operated by American Voice and Data, LLC, a limited liability company ("Conversely," "we," "us," or "our"). Conversely provides a multi-channel business messaging and logistics dispatch platform, including WhatsApp Business messaging, SMS, Live Chat, Facebook Messenger, and chatbot services. The Platform operates as a Meta Business Solution Provider and Meta Tech Provider for WhatsApp Business API services.
1. Acceptance of Terms
By accessing or using Conversely, you represent that:
•       You are at least 18 years of age;
•       You have the authority to bind yourself and, if applicable, the entity you represent;
•       You have read, understood, and agree to these Terms; and
•       Your use complies with all applicable local, national, and international laws and regulations.
2. Description of Services
‍Conversely provides a SaaS platform that enables businesses ("Clients" or "Customers") to communicate with their own end-users through multiple messaging channels, including:
•       WhatsApp Business messaging (via Meta Cloud API)
•       SMS and MMS messaging
•       Live Chat
•       Facebook Messenger
•       Automated chatbots and workflow automation
•       Logistics dispatch management tools
Conversely operates as a Meta Tech Provider. When Clients use Conversely's WhatsApp integration, Clients retain ownership of their own WhatsApp Business Accounts (WABA) and phone numbers. Conversely manages the technical layer — including webhooks, API access, and flow management — on behalf of the Client.
3. Accounts and Multi-Tenant Access
‍3.1 Account Registration. To access the Platform, you must register for an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
3.2 Multi-Tenant Architecture. Conversely is a multi-tenant platform. Each Client organization operates within its own isolated tenant environment. You agree not to attempt to access data or accounts belonging to other tenants.
3.3 User Roles. Access levels (Administrator, Dispatcher, Billing) are assigned per Client configuration. Each user is responsible for actions taken under their assigned role.
3.4 Embedded Signup and WhatsApp Business Accounts. Clients who enable WhatsApp messaging authorize Conversely to manage their WABA through Meta's Embedded Signup process. By completing Embedded Signup, the Client grants Conversely permission to send and receive messages, manage WhatsApp Flows, and configure webhooks on behalf of the Client's WABA. The Client retains ownership of their WABA and phone number at all times.
4. Acceptable Use Policy
‍You agree to use the Platform only for lawful business purposes. You shall not use Conversely to:
1.     Violate any applicable local, national, or international law or regulation;
2.     Send unsolicited bulk messages (spam) or messages to recipients who have not consented to receive them;
3.     Infringe the copyright, trademark, trade secret, or other intellectual property rights of any third party;
4.     Distribute malware, viruses, Trojan horses, or any other harmful code;
5.     Impersonate any person, entity, or organization;
6.     Harass, threaten, abuse, or harm any individual;
7.     Distribute obscene, defamatory, pornographic, or unlawful content;
8.     Attempt to gain unauthorized access to any system, account, or network;
9.     Engage in any automated scraping, crawling, or data harvesting without written permission;
10.  Use the Platform to build a competing product or service;
11.  Violate Meta's WhatsApp Business Policy, Messaging Policy, or Commerce Policy, as applicable;
12.  Send messages containing content prohibited by applicable messaging regulations, including TCPA (United States), CASL (Canada), or equivalent laws in other jurisdictions;
13.  Harm minors in any way. Conversely reserves the right to suspend or terminate access for violations of this Acceptable Use Policy.
5. WhatsApp and Meta Platform Compliance
‍5.1 Meta Platform Policies. Use of WhatsApp Business messaging through Conversely is subject to Meta's WhatsApp Business Terms of Service, WhatsApp Business Messaging Policy, and Meta Platform Terms. You agree to comply with all applicable Meta policies. Conversely reserves the right to immediately suspend WhatsApp messaging services for any Client whose content or use violates Meta's policies.
5.2 End-User Consent. Clients are solely responsible for obtaining all necessary consents from their end-users prior to sending WhatsApp or SMS messages. This includes obtaining opt-in consent in the manner required by applicable law and Meta's policies. Conversely does not verify end-user consent on behalf of Clients.
5.3 Message Content. Clients are solely responsible for the content of all messages sent through the Platform. Conversely does not pre-screen message content but reserves the right to remove content or suspend services upon discovering policy violations.
5.4 Tech Provider Role. Conversely acts as a Meta Tech Provider. This means Conversely holds a technical integration with Meta's Cloud API and provides that integration to Clients. Conversely does not guarantee the availability, uptime, or policy decisions of Meta's platforms. Changes to Meta's policies or API may affect the availability or functionality of WhatsApp features within Conversely.
6. Privacy and Data
‍6.1 Privacy Policy. Your use of Conversely is subject to our Privacy Policy, incorporated herein by reference and available at conversely.net/legal/privacy-policy. The Privacy Policy describes how Conversely collects, uses, and protects personal data.
6.2 Client Data. Clients retain ownership of their Customer Content, including data about their end-users, trip records, contact lists, and message history stored within the Platform. Conversely processes this data solely to provide the services described in these Terms.
6.3 Data Processing. By using Conversely, you acknowledge that Conversely may process personal data on your behalf as a data processor. Clients acting as data controllers are responsible for ensuring a lawful basis for processing under applicable data protection laws, including Panama's Law 81 on Personal Data Protection, the GDPR (where applicable), and any other relevant regulations.
6.4 Security. Conversely implements reasonable technical and organizational measures to protect data stored on the Platform. However, Conversely cannot guarantee that unauthorized third parties will never circumvent security measures. You provide personal data at your own risk and should implement appropriate safeguards on your end.
7. Intellectual Property
‍7.1 Conversely Platform. All intellectual property rights in and to the Conversely Platform — including software, documentation, design, trademarks, and service marks — are and remain the exclusive property of American Voice and Data, LLC. These Terms do not grant you any rights in or to the Platform beyond the limited license to use it as described herein.
7.2 Customer Content. Clients retain all intellectual property rights in their Customer Content. By uploading or transmitting Customer Content through the Platform, you grant Conversely a limited, non-exclusive, royalty-free license to store, process, and transmit such content solely to provide the services.
7.3 Restrictions. You shall not: (a) reverse engineer, decompile, or disassemble any part of the Platform; (b) reproduce or resell access to the Platform without written authorization; (c) remove or alter any proprietary notices or labels; or (d) use Conversely trademarks or branding without prior written consent.
8. SaaS Service Agreement
‍8.1 Definitions"Administrator User" means each Client employee designated to serve as technical administrator of the Platform on the Client's behalf."Customer Content" means all data and materials provided by the Client to Conversely for use in connection with the Platform, including contact lists, trip records, message templates, and configurations."Documentation" means user guides, online help, release notes, and other materials provided by Conversely regarding use of the Platform."SaaS Services" means the internet-accessible Platform provided by Conversely on a subscription basis."Subscription Term" means the period during which the Client has access to the Platform, as specified in the applicable Order or Schedule.
8.2 License GrantDuring the Subscription Term, Conversely grants Client a non-exclusive, non-transferable, worldwide right to access and use the SaaS Services for Client's internal business operations, subject to these Terms.
8.3 Client ResponsibilitiesClient shall: (a) provide accurate information necessary for Conversely to deliver the services; (b) comply with all applicable laws in connection with its use; (c) promptly notify Conversely of any unauthorized use or security breach; (d) be solely responsible for the acts and omissions of its Administrator Users; and (e) ensure that Customer Content does not infringe any third-party intellectual property rights or violate applicable law.
8.4 Orders and PaymentAll services are provided pursuant to a mutually agreed Schedule or Order. Unless otherwise specified: invoices are due within 30 days of receipt; fees are stated in United States Dollars; fees are non-refundable except as expressly provided; and Client is responsible for all applicable taxes.
8.5 Term and TerminationThe Subscription Term renews automatically for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. Either party may terminate immediately upon a material breach not cured within 30 days of written notice. Conversely may suspend services for non-payment after 15 days' written notice of non-payment. Upon termination, Conversely will cease providing services and Client may request export of Customer Content within 30 days of termination.
9. Warranties and Disclaimers
‍9.1 Conversely Warranty. Conversely represents that it will provide the Platform in a professional manner consistent with general industry standards and that the Platform will perform substantially in accordance with the Documentation.
9.2 DISCLAIMER. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." CONVERSELY DOES NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVERSELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONVERSELY DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET OR THIRD-PARTY NETWORKS, INCLUDING META'S WHATSAPP PLATFORM, AND ASSUMES NO LIABILITY FOR DELAYS, FAILURES, OR SERVICE INTERRUPTIONS CAUSED BY THIRD PARTIES.
10. Limitation of Liability
‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONVERSELY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, INCLUDING DAMAGES FOR LOST PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY. CONVERSELY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONVERSELY DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations do not apply to: (a) either party's obligations under Section 11 (Indemnification); (b) breaches of confidentiality obligations; or (c) gross negligence or willful misconduct.
11. Indemnification
‍11.1 Indemnification by Conversely. Conversely shall defend Client against third-party claims that the Platform infringes any patent, copyright, or trademark, and shall pay damages finally awarded, provided Client promptly notifies Conversely of the claim and cooperates in the defense. Conversely has no obligation for claims arising from: (a) Customer Content; (b) modifications not authorized by Conversely; or (c) use of the Platform in violation of these Terms.
11.2 Indemnification by Client. Client shall defend Conversely against third-party claims arising from: (a) Customer Content; (b) Client's violation of applicable messaging laws, Meta's policies, or these Terms; (c) Client's failure to obtain required end-user consents; or (d) Client's use of the Platform in connection with illegal activities.
12. Confidentiality
‍Each party agrees to: (a) treat as confidential all Confidential Information received from the other party; (b) not use such information except as necessary to perform obligations under these Terms; and (c) not disclose such information to third parties except to employees and contractors who need to know and are bound by confidentiality obligations at least as protective as these Terms.
This obligation continues for five (5) years after termination. Software and Documentation are Conversely's Confidential Information. Customer Content is Client's Confidential Information.
13. Modifications to Terms and Services
‍Conversely reserves the right to modify these Terms at any time. Material changes will be communicated to Clients via the Platform or by email at least 14 days before taking effect. Continued use of the Platform after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must discontinue use and notify Conversely. Conversely may also modify, update, or discontinue features of the Platform at any time with or without notice, and shall not be liable for any such changes.
14. General Provisions
‍14.1 Governing Law and Jurisdiction. These Terms are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-law principles.
14.2 Dispute Resolution. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation within fifteen (15) days of written notice. If unresolved, disputes shall be submitted to binding arbitration or the competent courts of the applicable governing jurisdiction.
14.3 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, telecommunications failures, government actions, or disruptions to third-party platforms (including Meta's services).
14.4 Assignment. Client may not assign these Terms or any rights hereunder without Conversely's prior written consent. Conversely may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
14.5 Severability. If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
14.6 Entire Agreement. These Terms, together with any applicable Order or Schedule and the Privacy Policy, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings.
14.7 No Third-Party Beneficiaries. These Terms do not confer any rights upon any third party. 14.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
14.9 Export Compliance. Client agrees to comply with all applicable export control laws and regulations in connection with its use of the Platform.
14.10 Publicity. Conversely may reference Client's name and logo as a customer on its website and in marketing materials unless Client provides written notice opting out.