Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Passively platform, software, websites, mobile applications, and services (collectively, the “Services”).

By accessing or using Passively, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

• “Passively,” “we,” “our,” or “us” refers to Passively and its affiliates.
• “User,” “you,” or “your” refers to any person or business using the Services.
• “Account” refers to your registered platform account.
• “Sub-account” refers to any tenant, client, or managed account created under a master account.
• “Services” refers to all features, tools, software, and functionality provided by Passively.

2. Eligibility & Account Responsibility

You must be at least 18 years old to use the Services.

You are responsible for:

• Maintaining the security of your account credentials
• All activities occurring under your account
• Ensuring compliance by your sub-accounts, employees, contractors, and clients

Passively is not responsible for unauthorized access caused by your failure to safeguard login credentials.

3. Platform Use & License

Passively grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for lawful business purposes.

You may not:

• Copy, modify, distribute, resell, lease, sublicense, or reverse engineer the platform
• Use the platform for unlawful, deceptive, abusive, or fraudulent activities
• Circumvent platform safeguards, pricing, or usage controls

4. Acceptable Use Policy

You agree not to use Passively for:

• Illegal or fraudulent activities
• Spamming, phishing, or unsolicited messaging
• Harassment, hate speech, or abusive conduct
• Distribution of malware or malicious software
• Copyright or trademark infringement
• Data scraping, harvesting, or unauthorized surveillance

Passively reserves the right to suspend or terminate accounts immediately for violations.

5. Messaging, Voice, & Communications Compliance

By using Passively’s SMS, voice, email, and messaging services, you represent and warrant that:

• You have obtained proper opt-in consent from all recipients
• You comply with TCPA, CAN-SPAM, GDPR, CCPA, CASL, and carrier regulations
• You maintain verifiable proof of consent

You acknowledge that:

• Passively is not responsible for your communication practices
• You assume full legal liability for violations

6. AI Services & Usage

Passively provides AI-powered features including chat, voice, workflows, and content generation.

You acknowledge:

• AI outputs may not be perfect and should be reviewed
• You are solely responsible for AI-generated content
• You retain ownership of your data and outputs

You may not use AI services to:

• Generate illegal, abusive, misleading, or harmful content
• Impersonate individuals
• Conduct scams or fraud

7. Billing, Subscriptions & Payments

Subscription Plans

Passively operates on a subscription-based pricing model. Fees are billed in advance on a monthly or annual basis.

Rebilling Services

Certain services incur usage-based rebilling, including but not limited to:

• SMS & voice
• AI processing
• Domain purchases
• Phone numbers
• Email sending services
• Mobile app services

Payment Authorization

You authorize Passively to charge your payment method for:

• Subscription fees
• Usage charges
• Add-ons
• Taxes

All payments are non-refundable, unless required by law.

8. Domain Registration & Ownership

When purchasing domains through Passively:

• You retain ownership of your domain
• You authorize Passively and its registrar partners to register and manage domains on your behalf
• Domain purchases and renewals are non-refundable

You are responsible for:

• Renewal fees
• DNS configuration
• Compliance with registry policies

9. Mobile Application Services

If you purchase branded mobile app services:

• You grant Passively authorization to submit apps to app stores on your behalf
• App approval is subject to Apple and Google policies
• Passively does not guarantee app store approval

Mobile app fees are non-refundable.

10. Sub-Accounts & White Label Usage

If you create sub-accounts:

• You assume full responsibility for all actions, content, billing, and compliance
• You agree to indemnify Passively for claims arising from sub-account activity

11. Data Ownership & Privacy

You retain ownership of your data.

Passively may access data solely to:

• Provide services
• Provide support
• Improve platform functionality
• Comply with legal obligations

Our Privacy Policy governs data handling.

12. Service Availability & Modifications

Passively may:

• Modify features
• Improve performance
• Add or remove functionality
• Perform maintenance

We do not guarantee uninterrupted service.

13. Suspension & Termination

Passively may suspend or terminate your account if:

• You violate these Terms
• You engage in prohibited activity
• You fail to pay fees

Termination does not relieve payment obligations.

14. Intellectual Property

All software, branding, UI, workflows, and designs are the intellectual property of Passively.

You may not:

• Copy
• Reproduce
• Modify
• Reverse engineer
• Redistribute

15. Disclaimer of Warranties

Services are provided “as is” and “as available.”

Passively disclaims all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Accuracy of outputs
• Non-infringement

16. Limitation of Liability

To the maximum extent permitted by law, Passively shall not be liable for:

• Indirect damages
• Loss of profits
• Loss of data
• Business interruption

Total liability shall not exceed the fees paid in the previous 3 months.

17. Indemnification

You agree to indemnify and hold harmless Passively from all claims, damages, liabilities, and expenses arising from:

• Your use of the Services
• Your communications
• Your sub-accounts
• Your violations of law

18. Governing Law

These Terms shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

19. Arbitration & Dispute Resolution

All disputes shall be resolved by binding arbitration conducted in Texas.

You waive rights to class action lawsuits.

20. Updates to These Terms

Passively may update these Terms at any time. Continued use of the Services constitutes acceptance.

21. Contact Information

Passively Legal Team