Terms of Service

Effective date: July 9, 2026

These Terms of Service ("Terms") are a binding agreement between ESPLENDORCO S.A. DE C.V. ("Esplendorco", "we", "us", or "our") and the business that registers for or uses our services (the "Merchant", "you", or "your"). They govern your access to and use of the Esplendorco platform available at esplendorco.com and the related applications, integrations, and services (collectively, the "Service").

By creating an account, clicking to accept these Terms, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service. If you are entering into these Terms on behalf of a business, you represent that you have the authority to bind that business.

1. Acceptance and Eligibility

The Service is offered solely to registered businesses and merchants for their commercial purposes. It is not intended for, and may not be used by, consumers acting for personal, family, or household purposes.

To use the Service, you represent and warrant that:

• You are a lawfully registered business or a natural person acting on behalf of such a business.
• You have the legal capacity and authority to enter into these Terms.
• You and your admins are of legal age to form a binding contract in your jurisdiction.
• You are not barred from receiving the Service under any applicable law, sanctions regime, or the policies of Meta, WhatsApp, or Shopify.
• All information you provide during registration is accurate, current, and complete.

2. Description of the Service

Esplendorco is a WhatsApp Business Platform Tech Provider (a Meta-approved solution provider). The Service provides Merchants with a shared team inbox and AI-assisted automation to handle WhatsApp conversations for cash-on-delivery (COD) e-commerce, primarily in Latin America (El Salvador, Honduras, Guatemala, and Costa Rica).

The Service includes, among other features:

• Onboarding of your own WhatsApp Business Account (WABA) and phone number through Meta's Cloud API, Embedded Signup, and WhatsApp Coexistence. You bring your own phone number.
• A shared inbox for your team to manage end-customer WhatsApp conversations.
• Optional AI-assisted automation that generates suggested or automated replies. You may enable or disable AI automation.
• Integration with Shopify (as a Shopify app) to read order and customer data needed to service COD orders.

We may modify, add, or discontinue features of the Service at any time. The Service depends on third-party platforms (see Section 7), and its functionality is subject to their availability and policies.

3. Account Registration and Admin Responsibilities

To use the Service, you must register an account and designate one or more administrators ("Admins"). You are responsible for:

• Providing and maintaining accurate account, business, and billing information.
• All activity that occurs under your account, whether by you, your Admins, your other users, or anyone using their credentials.
• Safeguarding login credentials and access tokens, and restricting access to authorized personnel only.
• Promptly notifying us of any unauthorized access to or use of your account.
• Ensuring that everyone who accesses the Service through your account complies with these Terms and all incorporated policies.

You are responsible for the acts and omissions of your Admins and users as if they were your own.

4. Third-Party Platform Terms and Flow-Down Obligations

The Service operates on top of, and depends on, third-party platforms. As a condition of using the Service, you agree to comply with, and to ensure your users comply with, all of the following, each as updated from time to time:

• The Meta Platform Terms and Developer Policies.
• The WhatsApp Business Messaging Policy and the WhatsApp Business and Commerce Policies.
• The Shopify API License and Terms of Use, and Shopify's Protected Customer Data Requirements.

These third-party terms are incorporated into these Terms by reference and flow down to you directly. Where any such policy imposes an obligation on us as a provider, you agree to perform the corresponding obligation with respect to your own account, messaging, phone numbers, and end-customers. In the event of a conflict between these Terms and a mandatory requirement of Meta, WhatsApp, or Shopify, the stricter requirement applicable to your use of the Service controls. You are responsible for reviewing these policies; a violation of any of them is a violation of these Terms.

5. Acceptable Use Policy

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms by reference and is binding on you. The Acceptable Use Policy includes, without limitation, the following commitments, which are material terms of this agreement:

• You must obtain verifiable prior opt-in consent from each end-customer before messaging them on WhatsApp.
• You may only connect phone numbers that you legitimately own and that are not recycled, reassigned, previously banned or restricted, or previously used for advertising or spam. You must attest to this at onboarding.
• You must honor opt-out and STOP requests, respect messaging frequency limits, and use the correct WhatsApp template categories and the 24-hour customer service window rules.
• You must not send unsolicited bulk messages or spam; must not deal in prohibited or restricted goods or industries under the WhatsApp Commerce Policy; and must not transmit deceptive, harassing, or illegal content.

A violation of the Acceptable Use Policy is a material breach of these Terms and may result in immediate suspension or termination as described in Section 12.

6. Ban-Prevention and Phone Number Vetting

Because our standing with Meta and WhatsApp is essential to the Service, we maintain an active ban-prevention posture. You acknowledge and agree that:

• We vet phone numbers at onboarding and may reject any number we deem non-compliant or high-risk.
• We may, at any time and in our sole discretion, suspend, disconnect, or refuse to connect any phone number or account that we reasonably believe is non-compliant, high-risk, or that endangers our platform standing with Meta or WhatsApp.
• We may take such action with or without prior notice where required to protect the Service, other Merchants, or our relationship with Meta, WhatsApp, or Shopify.
• You are solely responsible for ensuring that any phone number you connect is legitimately owned by you and is not recycled, reassigned, previously banned or restricted, or previously used for advertising or spam.

7. Third-Party Services and Dependencies

The Service integrates with and relies on third-party services, including Meta / WhatsApp Cloud API, Shopify, hosting and infrastructure providers, and configurable third-party AI/LLM providers. We do not control these services and are not responsible for their acts, omissions, availability, performance, or changes to their terms or APIs. Your use of a third-party service may be subject to that provider's separate terms. Interruption, degradation, or termination of a third-party service may affect or suspend your use of the Service, and we are not liable for any resulting impact.

8. Fees and Billing

• Fees. You agree to pay the fees for the plan or usage you select, as set out in your selected plan or order at esplendorco.com.
• Billing cycle. Fees are billed monthly, in advance, unless otherwise agreed in writing.
• Payment. You authorize us or our payment processor to charge your designated payment method for all fees when due. Amounts are payable in US Dollars (USD).
• Third-party charges. Fees do not include amounts charged by third parties (for example, Meta/WhatsApp conversation or messaging charges), which are your responsibility unless we state otherwise.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, except taxes on our net income.
• Late payment and non-payment. Overdue amounts may accrue interest at the maximum rate permitted under the laws of El Salvador, and we may suspend the Service for non-payment.
• Changes to fees. We may change fees on 30 days' prior notice, effective at your next billing cycle. Except as required by law, fees are non-refundable.

9. Intellectual Property

As between the parties, we and our licensors own all right, title, and interest in and to the Service, including all software, technology, user interfaces, documentation, and trademarks, and all intellectual property rights therein. These Terms do not transfer any ownership to you. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term, solely for your internal business purposes and in accordance with these Terms.

You will not, and will not permit any third party to, copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Service, or access the Service to build a competing product, except to the extent such restrictions are prohibited by applicable law.

You own your data and content, including your account data, your Shopify data, and your end-customers' conversation data ("Merchant Data"). We claim no ownership over Merchant Data. If you provide feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

10. License to Process Data

To provide the Service, you grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and otherwise process Merchant Data and your end-customers' data, and to disclose it to our sub-processors (a current list of which is available on request at contacto@esplendorco.com) and to the third-party platforms named in these Terms, solely as necessary to operate, maintain, secure, and provide the Service and to comply with law.

The parties acknowledge the following data-protection roles:

• We act as the data controller for Merchant account data (your account, admin, and billing information). As controller, we are primarily governed by El Salvador's data protection law.
• We act as a data processor on behalf of you (the controller) for your end-customers' conversation data and the Shopify data we process to service your COD orders, processing such data only on your documented instructions except where required by applicable law.

Our processing is further described in our Privacy Policy and, where applicable, our Data Processing Agreement (available on request at contacto@esplendorco.com). You represent and warrant that you have all necessary rights, consents, and legal bases (including verifiable end-customer opt-in) to authorize our processing of the data you provide or make available through the Service. To the extent we process personal data as your processor, that processing is governed by the Data Processing Agreement, which prevails over these Terms in the event of a conflict regarding such processing.

11. Warranty Disclaimers

The Service is provided "as is" and "as available", without warranties of any kind. To the maximum extent permitted by law, we disclaim all express, implied, and statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free from harmful components, that any AI-generated content will be accurate, appropriate, or fit for your purposes, or that the Service will prevent suspension, restriction, or banning of your account or phone number by Meta, WhatsApp, or Shopify. You are solely responsible for your messaging content and for reviewing any AI-generated replies before use. Enforcement decisions by third-party platforms are outside our control.

12. Suspension and Termination

Suspension. We may suspend or restrict your access to all or part of the Service, immediately and without prior notice, if:

• You violate these Terms, the Acceptable Use Policy, or any incorporated Meta, WhatsApp, or Shopify policy;
• You connect or use a non-compliant, recycled, reassigned, previously banned, or otherwise high-risk phone number;
• Your use presents a risk to our standing with, or triggers enforcement by, Meta, WhatsApp, or Shopify;
• You fail to pay fees when due; or
• We reasonably believe suspension is necessary to protect the Service, other Merchants, end-customers, or any third party.

Termination. Either party may terminate these Terms for convenience on 30 days' written notice. We may terminate immediately for your material breach (including any Acceptable Use Policy violation or unlawful messaging) or where required by a third-party platform or by law. You may terminate by closing your account and ceasing use of the Service.

13. Effect of Termination and Data Handling

On termination or expiration of these Terms:

• Your right to access and use the Service ends immediately, and any licenses granted to you terminate.
• We will disconnect the WhatsApp assets associated with your account from the Service.
• Accrued fees remain payable, and fees already paid are non-refundable except as required by law.
• We will delete or return Merchant Data in accordance with our Privacy Policy, any applicable Data Processing Agreement, and our retention practices, subject to legal retention obligations and to the deletion requirements of Shopify's Protected Customer Data Requirements (including the customers/data_request, customers/redact, and shop/redact webhooks).

Provisions that by their nature should survive termination will survive, including Sections on intellectual property, disclaimers, limitation of liability, indemnification, and governing law.

14. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or related to the Service or these Terms will not exceed the total fees you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Section limits liability that cannot be limited or excluded under applicable law. The limitations in this Section do not apply to your payment obligations or to your indemnification obligations under Section 15.

15. Indemnification

You will defend, indemnify, and hold harmless Esplendorco and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, liabilities, damages, losses, fines, penalties, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms, the Acceptable Use Policy, or any Meta, WhatsApp, or Shopify policy or terms;
• Your unlawful, unsolicited, non-consented, or otherwise non-compliant messaging, including messaging sent without verifiable end-customer opt-in;
• Your connection or use of any non-compliant, recycled, reassigned, previously banned or restricted phone number, or any number not legitimately owned by you or previously used for advertising or spam;
• Your Merchant Data or content, or your failure to obtain necessary rights, consents, or legal bases for the data you process through the Service;
• Your products, goods, services, or business operations, including any COD transaction with your end-customers; or
• Your infringement or misappropriation of any third-party right.

You further agree to cooperate with us and with Meta, WhatsApp, or Shopify in connection with any investigation or enforcement action arising from your use of the Service. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you will not settle any such matter without our prior written consent.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of El Salvador, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the competent courts of San Salvador, El Salvador for the resolution of any dispute arising out of or related to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction. Any dispute arising out of or related to these Terms shall be finally resolved by submission to the competent courts of San Salvador, El Salvador.

17. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, for example by posting the updated Terms on esplendorco.com or by contacting you. Changes take effect on the date stated in the updated Terms. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.

18. General

• Entire agreement. These Terms, together with the Acceptable Use Policy, Privacy Policy, and any order form or Data Processing Agreement, are the entire agreement between the parties regarding the Service.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce any provision is not a waiver of it.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Relationship. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.
• Notices. We may provide notices to you by email to your account contact or by posting within the Service; you must send legal notices to us at contacto@esplendorco.com.

19. Contact

Questions about these Terms may be directed to:

• General, legal, and data protection contact: contacto@esplendorco.com

ESPLENDORCO S.A. DE C.V., Final 4a Calle Poniente, Local 2-16, Condominio Cuscatlan, Distrito de San Salvador, San Salvador, El Salvador.