Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and FRelay (“FRelay,” “we,” “us,” or “our”) and govern your access to and use of our business messaging platform, websites, and related services (the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. The Services

FRelay provides a multi-tenant, AI-assisted business messaging platform that lets businesses send and receive SMS, MMS, and other channel messages, triage and respond to conversations (including with optional AI assistance), and manage related compliance and billing. We may add, modify, or remove features over time.

2. Eligibility and accounts

You must be at least the age of majority in your jurisdiction and use the Services only for lawful business purposes. You are responsible for the accuracy of your account information, for maintaining the confidentiality of your credentials, and for all activity under your account. Notify us promptly of any unauthorized use.

3. Messaging compliance obligations

You are responsible for ensuring that all messages you send through the Services comply with applicable law and carrier requirements, including Canada’s Anti-Spam Legislation (CASL), the U.S. Telephone Consumer Protection Act (TCPA), CTIA messaging guidelines, and the rules of The Campaign Registry (TCR) and the mobile carriers. In particular, you agree that:

• You will obtain and retain proof of valid consent before messaging any recipient, and you will not message recipients who have not opted in.
• You will honor opt-out (STOP) requests promptly and will not message a recipient who has opted out unless they opt in again.
• You will provide accurate sender identity and program information, and will not send prohibited content (including unlawful, deceptive, or SHAFT — sex, hate, alcohol, firearms, tobacco — content where restricted).
• You will not use the Services to send unsolicited bulk messages, spam, or content that violates third-party rights.

Our Messaging Policy is incorporated into these Terms by reference. We may suspend or terminate messaging that we reasonably believe is non-compliant.

4. AI-assisted features

The Services include optional AI features that classify messages, suggest replies, and — where you enable it — send automated responses within the limits you configure. You remain responsible for the messages sent from your account, including AI-assisted ones. AI output may be imperfect; you should review configuration and, where required, keep a human in the loop for sensitive interactions. You are responsible for ensuring AI-assisted messaging complies with the obligations in Section 3.

5. Acceptable use

You agree not to, and not to permit others to:

• Use the Services for any unlawful, fraudulent, or abusive purpose.
• Attempt to access another tenant’s data, circumvent security or access controls, or probe or disrupt the Services.
• Reverse engineer, resell, or copy the Services except as expressly permitted.
• Upload malware or transmit content that infringes others’ rights.

6. Fees and billing

Paid plans are billed in advance on a recurring basis, and usage-based charges (such as per-message overages) are billed as incurred. Fees are non-refundable except as required by law or expressly stated. You authorize us, or our payment processor, to charge your payment method for all applicable fees. We may change pricing on notice, effective at the start of your next billing period. Where the Services are sold through a white-label partner, that partner sets retail pricing and bills you under its own agreement.

7. Customer data and ownership

You retain all rights to the data you submit to the Services (“Customer Data”). You grant us a limited license to process Customer Data solely to provide, secure, and improve the Services and as described in our Privacy Policy. We retain all rights in the Services and our technology.

8. Third-party services

The Services rely on third-party providers, including telecommunications carriers and aggregators and AI model providers. Their availability and terms may affect the Services, and we are not responsible for the acts or omissions of these third parties beyond our contractual arrangements with them.

9. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that messages will always be delivered, that the Services will be uninterrupted or error-free, or that AI output will be accurate.

10. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Our total liability arising out of or relating to these Terms will not exceed the amounts you paid us for the Services in the twelve months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

11. Indemnification

You agree to indemnify and hold FRelay harmless from claims, damages, and expenses (including reasonable legal fees) arising from your messages, your Customer Data, your violation of these Terms or the Messaging Policy, or your violation of law or third-party rights, including messaging-compliance laws.

12. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate your access if you materially breach these Terms, if required for security or legal reasons, or for non-payment. Upon termination, your right to use the Services ends; certain provisions, including Sections 7, 9, 10, and 11, survive.

13. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario, Canada, and the applicable federal laws of Canada, without regard to conflict-of-laws rules, except where mandatory consumer-protection law in your jurisdiction provides otherwise. The parties submit to the courts located in Ontario, Canada, subject to any non-waivable rights you may have to bring a claim in your home jurisdiction.

14. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will revise the effective date above and, where appropriate, provide additional notice. Your continued use of the Services after an update constitutes acceptance of the revised Terms.

15. Contact us

Questions about these Terms can be sent to FRelay at [email protected].