Terms and Conditions - Software License Agreement

Last Updated: December 23, 2025

Effective Date: January 1, 2026

16. Bytora AI Assistant for WhatsApp

This section applies specifically to the Bytora AI Assistant for WhatsApp (“Assistant”), an AI-powered conversational service delivered via WhatsApp and operated by Bytora. By using the Assistant, subscribing to a plan, or completing checkout for the Assistant, you agree to these terms in addition to the general Terms and Conditions above.

16.1 Description of the Service

The Assistant is a software-as-a-service product that provides an AI-driven assistant experience over WhatsApp. Features may include reminders, calendar integration, goal tracking, email summarization, and other capabilities as described in your chosen plan. The Assistant is provided “as is” and we do not guarantee accuracy, completeness, or suitability of any AI-generated content.

16.2 Subscription and Billing

• Plans: Subscription plans (including free trial, starter, pro, and other tiers) are described on our website and in the Assistant app. Plan features, message limits, and pricing are subject to change with notice.
• Currency and payment: Charges are in Jamaican Dollars (JMD) unless otherwise stated. Payment is processed via our designated payment provider (e.g. PowerTranz). You agree to provide accurate billing information and authorize recurring charges for your chosen plan.
• Free trial: If we offer a free trial, it is for evaluation only. We may limit features or usage during the trial. At the end of the trial, your access may be restricted until you subscribe to a paid plan.
• Renewal and cancellation: Subscriptions renew automatically unless you cancel before the renewal date. Cancellation does not entitle you to a refund for the current period. We may change pricing or plan terms with reasonable notice.

16.3 Acceptable Use of the Assistant

You must not use the Assistant to:

• Violate any law or encourage illegal activity
• Harass, abuse, or harm others
• Transmit malware, spam, or deceptive content
• Attempt to reverse engineer, scrape, or overload our systems
• Resell or sublicense access to the Assistant without our written consent

We may suspend or terminate your access to the Assistant for breach of these terms or our Acceptable Use Policy.

16.4 AI and Reliance Disclaimer

You acknowledge and agree that:

• The Assistant uses artificial intelligence and may produce inaccurate, incomplete, or outdated information.
• You will not rely on the Assistant for legal, medical, financial, or other professional advice. Where such advice is needed, you will seek qualified professionals.
• Bytora is not liable for any decisions, losses, or damages arising from your use of or reliance on the Assistant or any AI-generated content.

16.5 Data and Privacy

Conversations and data you provide through the Assistant are processed to deliver the service. Our Privacy Policy applies. We do not use your conversational data to train third-party AI models. We may use aggregated, anonymized data to improve our services.

16.6 Limitation of Liability (Assistant)

To the fullest extent permitted by law, Bytora’s total liability for any claims arising from or related to the Assistant (including errors, downtime, or AI output) is limited to the amount you paid for the Assistant in the twelve (12) months preceding the claim. We are not liable for indirect, incidental, consequential, or punitive damages, or for loss of data or profits.

16.7 Changes to the Assistant

We may modify, suspend, or discontinue features of the Assistant or change plan limits with reasonable notice. Continued use after changes constitutes acceptance. We are not liable for any such changes.

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1. Acceptance of Terms

By accessing and using this website and our hosted software services, you accept and agree to be bound by the terms and provisions of this agreement. If you do not agree to these terms, please do not use our services.

2. Definitions

• "We," "Us," "Our": Refers to Bytora Limited and our authorized representatives
• "You," "Your," "Customer": Refers to the individual or entity using our services
• "Software": Refers to the hosted software application(s) you license access to
• "Service": Includes the software, hosting, support, and all related services
• "License": Your right to access and use the hosted software for a specified term

3. Software License Agreement

What You Are Purchasing

You are purchasing a LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE LICENSE to access hosted software for a specified term (typically 12 months). This is NOT a sale of software, and NO ownership or intellectual property rights are transferred.

What This License Includes

Your annual license fee includes, within the limits of your chosen plan:

• ✓ Access to the hosted software application
• ✓ Hosting infrastructure and server maintenance
• ✓ Daily automated backups (retention period varies by plan)
• ✓ Security updates and bug fixes (applied automatically)
• ✓ Software version upgrades (when released)
• ✓ Support services (tier based on your plan)

What This License Does NOT Include

Unless explicitly stated in your plan:

• ✗ Source code or installation files
• ✗ Self-hosting or on-premise deployment options
• ✗ Custom feature development (quoted separately)
• ✗ Training beyond included support hours
• ✗ Third-party subscription costs (email services, payment gateways, APIs)
• ✗ Data entry, content creation, or marketing services
• ✗ White-label or resale rights

Intellectual Property

All software, source code, databases, designs, algorithms, trade secrets, branding, and documentation remain the exclusive property of Bytora Limited. You may not copy, modify, reverse engineer, decompile, or create derivative works.

License Restrictions

You may NOT:

• Share login credentials with unauthorized users
• Exceed plan limits (storage, domains, bandwidth, users)
• Use the software for illegal activities or in violation of our Acceptable Use Policy
• Attempt to extract, decompile, or reverse engineer source code
• Resell, sublicense, or rent access to third parties
• Host the software on your own infrastructure (this is hosted-only)

Right to Modify Plans and Pricing

We reserve the right to modify plan limits, features, pricing, or service terms with 60 days' written notice to active customers. Continued use of the service after the effective date of changes constitutes acceptance of the new terms.

Protection for current customers: Material reductions to plan features or limits will not apply mid-term to existing customers. Changes take effect at your next renewal.

Price increases: Existing customers are grandfathered at current pricing for one renewal cycle (12 months) if prices increase.

4. Plan Limits and Fair Use Policy

Hard Limits

Each plan includes specific hard limits for:

• Storage (GB)
• Domains/subdomains (count)
• Email sending volume (monthly)
• API requests (if applicable)
• User accounts (if applicable)

These limits are enforced automatically. Exceeding a hard limit will:

1. Trigger automatic notification to your account email
2. Block further usage of that resource (e.g., storage full = no new uploads)
3. Require either:
   • Upgrade to higher plan, OR
   • Purchase of overage allowance (where available)

Soft Limits (Fair Use)

Bandwidth, CPU usage, and support ticket volume are subject to "fair use."

What is fair use?
Fair use means usage consistent with the typical customer in your plan tier, for the purpose the software is designed for.

What is NOT fair use:

• Cryptomining, bot hosting, or automated scripts unrelated to business purpose
• Using the software as a file hosting/CDN service
• Generating excessive traffic through malicious or abusive means
• Submitting excessive support tickets for issues covered in documentation
• Abusing emergency support lines for non-critical issues (Business tier)

Consequences of Exceeding Limits

If you exceed plan limits or violate fair use:

1. First Occurrence: We'll email you with usage details and upgrade options
2. If Unresolved: Service may be throttled (slowed) to protect infrastructure
3. If Abuse Continues: Service may be suspended until issue is resolved

We reserve the right to require upgrade to a higher plan if your usage consistently exceeds your current plan's capacity.

Overage Fees (Where Applicable)

• Storage overage: $5/month per additional 5GB block
• Email overage: $10/month per additional 5,000 emails
• Extra support hours (Business tier): $150/hour beyond included limits

Overage fees are billed monthly and do not extend your license term.

View Detailed Plan Limits →

5. Hosting, Infrastructure, and Availability

Infrastructure

We host all software on third-party cloud infrastructure (AWS, DigitalOcean, or similar). You are accessing hosted software; you do not control or manage infrastructure.

Uptime Targets (Not Guarantees)

We strive for high availability but do NOT guarantee uninterrupted service.

Uptime targets by plan:

• Starter: Best-effort uptime (no specific target, no SLA)
• Professional: 99.5% monthly uptime target (no SLA credits)
• Business: 99.9% monthly uptime target (SLA credits available if on premium infrastructure)

What "target" means:
A target is a goal, not a guarantee. Downtime may occur due to:

• Scheduled maintenance (announced in advance when possible)
• Emergency security patches (unannounced)
• Third-party infrastructure failures (hosting provider, DNS, CDN)
• DDoS attacks or malicious activity
• Natural disasters or force majeure events

Scheduled Maintenance

We perform routine maintenance as needed. When possible:

• Maintenance is scheduled during low-traffic hours (typically nights/weekends Jamaica Time)
• Advance notice provided (72 hours for major maintenance, when feasible)
• Critical security patches may be applied immediately without notice

Exclusions from Uptime Calculation

The following do NOT count as downtime:

• Scheduled maintenance (announced or not)
• Emergency security patching
• Outages caused by third-party providers beyond our control
• Issues caused by customer actions (exceeding limits, misconfigurations)
• Internet connectivity issues at customer location
• DDoS attacks or malicious traffic (not caused by us)

Service Level Agreement (Business Plan Only)

Business plan customers on premium infrastructure may be eligible for service credits if monthly uptime falls below 99.9%. See Service Level Agreement document for details.

Important: SLA credits are the SOLE remedy for downtime. No cash refunds, and liability is capped at the service credit amount (maximum 25% of quarterly license fee).

View Full SLA (Business Plans) →

6. Support Services

Support Tier Based on Plan

Your support level is determined by your plan:

• Starter: Basic Tier (email, 48-72h response)
• Professional: Priority Tier (email + WhatsApp, 24-48h response)
• Business: Managed Operations Tier (email + WhatsApp + phone, 8-12h response)

Support tiers cannot be changed independently. To upgrade support, you must upgrade your entire plan.

What "Response Time" Means

Response time = acknowledgment of your ticket, NOT resolution time.

Example:

• You submit a ticket at 9:00 AM Monday
• We acknowledge receipt and triage by 9:00 AM Wednesday (48-hour response met)
• Resolution may take longer depending on issue complexity

Resolution time depends on:

• Issue complexity
• Information provided
• Required testing and debugging
• Availability of customer for follow-up questions

Support Scope - What We Support

• ✓ Bugs and technical issues (reproducible errors)
• ✓ Login/access problems
• ✓ Configuration assistance (within documented features)
• ✓ "How-to" questions for existing features
• ✓ Integration guidance (advice, not development)
• ✓ Performance issues (if not caused by customer usage)

Support Scope - What We DON'T Support

• ✗ Custom development or feature requests (quoted separately)
• ✗ Training beyond included hours (quoted at $150/hour)
• ✗ Third-party tool troubleshooting (unless we support that integration)
• ✗ Data entry, content creation, or operational work
• ✗ Issues caused by customer misuse or violation of Acceptable Use Policy
• ✗ Recovery from customer-caused data loss (unless covered backups exist)

Support Hours

• Basic (Starter): Monday-Friday, 9:00 AM - 5:00 PM Jamaica Time
• Priority (Professional): Monday-Friday, 9:00 AM - 5:00 PM Jamaica Time
• Managed Ops (Business): Monday-Saturday, 8:00 AM - 8:00 PM Jamaica Time

Holidays: Support is unavailable on Jamaican public holidays.

Emergency Line (Business Only): Available outside hours for Severity 1 outages ONLY.

Severity Definitions

• Severity 1 (Critical): Software completely unavailable, business stopped, no workaround
• Severity 2 (High): Major functionality broken, workaround exists
• Severity 3 (Medium): Minor functionality issue, cosmetic bug
• Severity 4 (Low): Enhancement request, documentation question

Included Human Hours (Business Plan Only)

Business plan includes capped human interaction:

• Bi-weekly strategy calls: 2× per month, max 30 min each
• Quarterly business review: 1× per quarter, max 60 min
• Custom development: Up to 5 hours per quarter
• Account manager: Available via email/WhatsApp during business hours (not 24/7)

Exceeding these limits:

• Extra calls: $150/hour, minimum 1-hour blocks
• Extra development: Quoted based on scope
• Emergency line abuse (Severity 2-4 calls): May result in loss of privilege

Support Ticket Volume

All plans include "reasonable" support usage:

• Starter: 1-2 tickets/month expected
• Professional: 3-5 tickets/month expected
• Business: Unlimited reasonable tickets

Excessive ticket volume (e.g., 10+ tickets/month for same issue, tickets for documented features) may require upgrade or additional training fees.

7. Feature Requests and Product Roadmap

Feature Request Submission

Professional and Business plan customers may submit feature requests for consideration.

What "priority consideration" means:

• Your requests are reviewed by our product team
• Feasibility and business value are assessed
• Alignment with product roadmap is evaluated

What it does NOT mean:

• No obligation to deliver any requested feature
• No guaranteed timeline for implementation
• No commitment to include in product roadmap
• No custom development without separate quote

Custom Development vs. Feature Requests

• Feature requests: Suggestions for future product enhancements (free to submit, no obligation)
• Custom development: Paid work specific to your needs (quoted separately, except 5 hours/quarter for Business)

Feature requests do not obligate delivery, timeline, or inclusion in roadmap.

If we implement a requested feature, it becomes part of the core product available to all customers. You do not receive exclusive rights or ownership.

8. Disclaimer of Business Outcomes

Software Provided "As-Is" for Its Intended Purpose

We provide functional software suitable for its described purpose, but we make NO GUARANTEES regarding business outcomes or results.

What We Do NOT Guarantee

We do not guarantee, warrant, or accept liability for:

• Revenue, sales, conversions, or profitability
• Business growth or customer acquisition
• Compliance with industry-specific regulations (you are responsible for compliance)
• Suitability for specific business strategies or goals
• Compatibility with your existing business processes
• Success or failure of your business
• Accuracy of data you input or decisions you make using the software
• Third-party integrations or services (payment gateways, shipping providers, etc.)

Your Responsibility

You are solely responsible for:

• How you use the software
• Business decisions made using the software
• Compliance with laws and regulations applicable to your industry
• Data accuracy and integrity
• Backup of critical business data
• Training your staff to use the software properly

If your business fails, loses customers, or experiences financial loss while using our software, we are not liable for those outcomes.

9. Limitation of Liability

Maximum Total Liability

Our total aggregate liability for any and all claims arising from or related to your use of the service is strictly limited to the total fees you paid to Bytora Limited in the 12 months preceding the claim.

Example:

• You have a Business plan ($1,300/year)
• You experience an issue and claim damages
• Our maximum liability = $1,300 (what you paid)

This cap applies to ALL claims, including:

• Breach of contract
• Service downtime or unavailability
• Data loss or corruption
• Security breaches
• Support failures
• Any other claim of any kind

Exclusion of Consequential Damages

We are NOT liable for:

• Lost profits or revenue
• Lost business opportunities
• Lost data (beyond backup restoration efforts)
• Cost of substitute services
• Reputational harm
• Indirect, incidental, consequential, special, or punitive damages

Even if we were advised of the possibility of such damages.

SLA Credits Are Maximum Remedy

For Business plan customers with an SLA, service credits are the maximum remedy for downtime or performance issues. The SLA credit cap (25% of quarterly fee) applies within the overall liability cap stated above.

Exceptions to Liability Cap

This limitation does NOT apply to:

• Our gross negligence or willful misconduct
• Violations of law that cannot be limited by contract
• Death or personal injury caused by our negligence (not applicable to software services)

Why This Matters

This is a standard software industry limitation. Without it, we would need to charge 10× more to cover potential liability exposure. This keeps pricing affordable for everyone.

10. Billing, Currency, and Renewal

Currency and Exchange Rates

All pricing is denominated in United States Dollars (USD).

For customers in Jamaica, invoices are issued in Jamaican Dollars (JMD) using the Bank of Jamaica midpoint exchange rate on the date the invoice is generated.

Example:

• Product: Professional License - USD $700/year
• Invoice date: December 23, 2025
• BOJ exchange rate: J$158.50 per USD
• Amount charged: J$110,950

Important: Exchange rates are NOT locked at purchase. Renewal invoices will use the current exchange rate at renewal time.

Invoice Terms

• Invoices are due within 7 days of issue
• Payment methods: Credit card, bank transfer, or approved payment gateway
• Invoices not paid within 7 days may result in service suspension

Annual Billing Only

All licenses are billed annually, upfront. We do not offer monthly payment plans for annual licenses. (Optional support add-ons may be billed monthly.)

License Renewal Process

Licenses do NOT auto-renew. You must manually renew before expiration.

Renewal timeline:

1. 60 days before expiry: First renewal reminder (email)
2. 30 days before expiry: Second reminder (email + WhatsApp/phone if applicable)
3. 7 days before expiry: Final reminder (email + WhatsApp/phone if applicable)
4. Expiry date: License expires, access suspended
5. 30 days after expiry: Data permanently deleted

Renewal Pricing

USD pricing may change at renewal. We will notify you 60 days in advance of any price increases. Current customers are grandfathered at old pricing for one renewal cycle (12 months) if price increases.

JMD pricing always adjusts to current Bank of Jamaica exchange rate.

Early Renewal Discount

Pay 60+ days before expiry: Save 5% on renewal

Late Payment and Suspension

• 7 days late: Service suspended (login disabled, data retained)
• 30 days late: Data permanently deleted, license terminated
• Reactivation fee: J$5,000 to restore suspended service

Chargebacks and Disputes

Filing a chargeback or payment dispute with your bank may result in:

• Immediate suspension of access
• Permanent termination of account
• Potential legal action to recover damages

We strongly encourage you to contact us first to resolve billing disputes.

11. Data Management and Security

Your Data Ownership

You own your data. We host and process it on your behalf, but you retain ownership.

Our Responsibilities (What We Provide)

• ✓ Daily automated backups (retention varies by plan)
• ✓ Encrypted data transmission (SSL/TLS)
• ✓ Secure hosting infrastructure (firewalls, security patches)
• ✓ Best-effort security monitoring (Business plan: 24/7 monitoring)
• ✓ Compliance with Jamaican data protection laws

Your Responsibilities (What You Must Do)

• ✗ Maintain secure passwords (we are not liable for compromised credentials)
• ✗ Grant access only to authorized users
• ✗ Export critical data independently (our backups are a courtesy, not a guarantee)
• ✗ Use the software in compliance with applicable laws
• ✗ Report security incidents immediately

Shared Responsibility Model

We secure the infrastructure. You secure your access and usage.

We are NOT liable for:

• Data loss due to customer error (accidental deletion by customer)
• Security breaches caused by weak/shared passwords
• Unauthorized access due to compromised customer credentials
• Data loss if you exceed storage limits and overwrite backups
• Third-party data breaches (e.g., your email provider hacked)

Data Retention and Deletion

• Active licenses: Data retained indefinitely
• Expired licenses: Data retained for 30 days, then permanently deleted
• Terminated accounts: Data deleted immediately (if terminated for abuse/violation)
• Data export requests: Available anytime during active license or 30-day grace period

Backup Limitations

Backups are provided as a courtesy and are subject to:

• Technical failures (hardware, software)
• Retention limits (7/30/90 days depending on plan)
• Restoration success not guaranteed (best-effort only)

You are responsible for maintaining independent backups of critical data.

12. Free Trials and Demo Access

Trial Availability

We may offer 14-day free trials on a case-by-case basis. Contact sales@bytora.com to request trial access.

Trial Terms

Trials are provided to evaluate the software before purchase. During the trial period:

• Demo data provided (not your real business data)
• No credit card required
• No obligation to purchase

Trial to Paid Conversion

If you purchase a license after trial:

• You must set up your production environment (trial data does not carry over)
• Full support tier activates based on purchased plan
• 30-day onboarding assistance included (Business plan only)

Trial Abuse

Multiple trial accounts, fake information, or abuse of trial system will result in:

• Denial of future trial access
• Potential account blocking

13. Termination, Suspension, and Account Closure

Our Right to Suspend Service

We may immediately suspend your access without notice if:

• Payment is 7+ days overdue
• You exceed plan limits and refuse to upgrade
• You violate our Acceptable Use Policy
• You engage in illegal activity using our software
• Your usage threatens infrastructure stability (e.g., excessive resource consumption)
• You file a chargeback or payment dispute

Effect of suspension:

• Login access disabled
• Data retained for 30 days
• Service restored upon payment + reactivation fee (J$5,000)

Our Right to Terminate Service

We may permanently terminate your license and delete your data immediately if:

• Payment is 30+ days overdue
• You commit serious violations (illegal activity, abuse, security attacks)
• You repeatedly violate Acceptable Use Policy after warnings
• Chargebacks or fraudulent payment activity

Effect of termination:

• License revoked permanently
• Access disabled immediately
• Data deleted immediately (no 30-day grace period)
• No refund provided

Your Right to Cancel

You may cancel your license at any time by providing written notice to support@bytora.com.

Effect of cancellation:

• Service continues until end of current paid term
• No refund for unused time
• Data retained for 30 days after expiry, then deleted
• No reactivation allowed after data deletion (must purchase new license)

Data Export Window

Upon termination, suspension, or cancellation, you have 30 days (if suspension/expiry) or NO time (if terminated for abuse) to export your data.

Data export formats: CSV, JSON, SQL dump (depending on data type)
How to request: Email support@bytora.com with subject "Data Export Request"
Processing time: 2-5 business days

14. Governing Law, Jurisdiction, and Disputes

Governing Law

These Terms of Service and your use of the software are governed by the laws of Jamaica, without regard to conflict of law principles.

Jurisdiction and Venue

Any legal action or proceeding arising from these Terms or your use of the service must be brought exclusively in the courts located in Kingston, Jamaica.

You irrevocably consent to the jurisdiction of these courts and waive any objection to venue or inconvenient forum.

Dispute Resolution Process (Recommended)

Before filing any legal action, we strongly encourage:

Step 1: Contact Support
Email support@bytora.com to explain the issue. Most disputes are resolved at this stage.

Step 2: Escalate to Management
If unresolved, email legal@bytora.com for management review.

Step 3: Mediation (Optional)
Both parties may agree to non-binding mediation before litigation.

Step 4: Court Action
If still unresolved, either party may file in Jamaican courts as specified above.

Waiver of Class Actions

You agree that any dispute will be resolved on an individual basis only. You waive the right to participate in class action lawsuits or class-wide arbitration.

Legal Fees

Each party is responsible for their own legal fees and costs, except:

• If we prevail in defending against a frivolous or bad-faith claim, you may be required to pay our reasonable legal fees.

International Customers

If you are located outside Jamaica:

• These Terms still apply
• Jamaican law still governs
• You consent to Jamaican court jurisdiction
• Currency conversions use Bank of Jamaica rates
• You are responsible for compliance with your local laws

15. Contact Information

General Support:
Email: support@bytora.com
Phone: +1 (876) 788-8816
Hours: Monday-Friday, 9:00 AM - 5:00 PM Jamaica Time

Sales Inquiries:
Email: sales@bytora.com

Abuse Reports:
Email: abuse@bytora.com

Legal Matters:
Email: legal@bytora.com

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Related Policies:

• Refund Policy
• Service Level Agreement (Business Plans)
• Acceptable Use Policy
• Service Plan Limits
• Privacy Policy