Northlav Cloud Terms of Service

1. Acceptance and operator

These Terms govern access to and use of the Northlav Cloud platform. Northlav Studio is a technology brand operated by Andy Alejandro Alemán Chávez, a sole trader registered in Costa Rica.

By creating an account or using the Platform, the Customer fully accepts these Terms.

Business use only: Northlav Cloud is a service for businesses and professionals in Latin America and the United States. The person opening the account represents that they are over 18 and act on behalf of a business with capacity to accept these Terms.

2. "Bring Your Own API" (BYOA) model and third-party costs

Unless otherwise agreed in writing, each Customer uses their own accounts and payment methods with Meta or other providers. Messaging fees, Meta templates, telephony, advertising and external services contracted by the Customer are not part of the Northlav Cloud subscription price.

3. Channels and conditional availability

The Customer connects accounts, numbers and assets they legitimately control. The availability of WhatsApp Business Platform, WhatsApp Coexistence, Instagram, Messenger, Telegram and other channels depends on account eligibility, provider approvals and the technical availability of each integration.

Northlav does not guarantee template approval or exemption from the 24-hour windows imposed by WhatsApp Business Platform. The Customer will not use Northlav to circumvent restrictions of connected channels.

4. Plans, billing and suspension

• Prices and limits vary by plan or active trial and are published on the pricing page.
• Automatic renewal: subscriptions are monthly, charged in advance in US dollars (USD), and renew automatically each month until the Customer cancels.
• Taxes: published prices already include any indirect taxes (such as VAT) that apply in the Customer's country. The breakdown appears on the invoice.
• Conversations: each plan includes a number of conversations per billing period, published on the pricing page. A conversation is everything a single contact exchanges with the business during 24 hours from their first message, provided the agent replied at least once in that time; if the contact keeps writing after 24 hours, a new conversation begins. Conversations handled only by a team member do not count. The Customer can see their usage in their dashboard.
• Founder allowance: the first 15 Customers who subscribe to a paid plan before March 31, 2027 receive twice the conversations their plan includes, for as long as their subscription stays active without interruption. If they cancel and subscribe again, the allowance published at that time applies.
• Additional conversations: if the Customer exceeds the allowance for their period, the agent keeps replying and blocks of 100 conversations are added at USD 8 each, taxes included, billed with the next renewal. Only a block that has started to be used is charged. By default, the blocks in one period do not exceed half the plan price; the Customer can lower or raise that cap, or turn blocks off, in Settings → Plan, and is notified every time a block is added. Blocks correspond to conversations already handled and are non-refundable, except in case of a metering error. By accepting these Terms, the Customer accepts this charge.
• Fair use: the agent never stops replying because the allowance is exceeded. If a Customer's usage exceeds twice what their plan includes for two consecutive periods, Northlav will contact them to agree on a plan that fits their volume. Apart from additional conversation blocks, Northlav does not charge additional amounts without the Customer's prior agreement.
• Payment processor: our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders, issues the invoice and handles customer service inquiries about billing and returns. Paddle's Buyer Terms also apply to payments.
• Price changes: notified at least 30 days in advance and applied from the next renewal.
• Cancellation and refunds: the Customer may cancel at any time; the plan remains active until the end of the paid period. Refunds are governed by the Refund Policy.
• Northlav reserves the right to suspend accounts for non-payment, security risks or violations of external policies.
• After cancellation, the Customer may request an export of their data before it is deleted.

5. Configuration and supervision of AI agents (Mortis & TIMO)

Mortis and TIMO use artificial intelligence to generate replies. The Customer is responsible for configuring the rules, limits and required human supervision.

Northlav does not guarantee sales, conversions or specific business results from the use of the AI agents.

6. Intellectual property and governing law

Northlav Studio retains all rights to the source code, trademarks, architecture, interfaces and elements of Northlav Cloud and Northlav OS.

These Terms are governed by the laws of the Republic of Costa Rica. This does not remove any rights that the law of the Customer's (or its customers') country grants them and that cannot be waived by contract, particularly in data protection and consumer protection.

7. Customers in other Latin American countries

A Customer operating outside Costa Rica is responsible for complying with its own country's laws on what it sells and how it serves its customers, in particular:

• Data protection: as controller of its customers' data, it must have its own privacy notice, a legal basis or consent to process it, and handle their requests. Northlav acts as processor under the Data Processing Agreement (DPA).
• Commercial messages: only message people who agreed to receive messages on that channel, and follow its country's rules on advertising and unsolicited calls or messages.
• Consumer law and its own invoicing: what the Customer sells to its customers (prices, warranties, returns and invoices) is governed by its local law and is the Customer's responsibility. Taxes on the Northlav subscription are handled by Paddle (section 4).

Northlav does not provide legal advice. Platform tools (prohibited-data filters, schedules, notices) help with compliance but do not replace the Customer's obligations.

8. Limitation of liability

NORTHLAV CLOUD IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY LAW, NORTHLAV DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

To the extent permitted by law, Northlav's total liability to the Customer for any claim related to the service is limited to the amount paid by the Customer in the 3 months preceding the event giving rise to the claim.

Northlav is not liable for indirect damages, loss of profits or data loss caused by third-party services (Meta, AI, hosting or payment providers), or for how the Customer uses the agents' replies.

9. Use of channels and third-party policies

The Customer is solely responsible for what it sells, promotes and communicates through connected channels, and for complying with the WhatsApp Business Terms, the Messaging Policy and Meta's Commerce Policies, as well as Northlav's Acceptable Use Policy.

In particular, Northlav may not be used to sell or promote the resale of third-party accounts, profiles or digital subscriptions, IPTV or unauthorized streaming, or any product that infringes third-party rights.

Northlav does not review or approve its customers' catalogs. If Meta or another provider restricts or disables a Customer account, Northlav is not responsible for that decision or its consequences. Northlav may immediately suspend the Service for a Customer that breaches this section.

10. Indemnification

The Customer shall indemnify and hold harmless Northlav, its operator and collaborators from any claim, penalty, loss, damage or expense (including reasonable attorneys’ fees) arising from: (a) the Customer’s breach of these Terms, the Acceptable Use Policy, or the policies of Meta or other providers; (b) the products, services or content the Customer sells or communicates through the Platform; or (c) the Customer’s infringement of third-party rights. To the extent permitted by law, this includes losses suffered by Northlav if a provider (such as Meta or the payment processor) restricts Northlav’s own accounts or applications because of the Customer’s activity.

11. Changes to these Terms

Northlav may update these Terms. Material changes are notified to the account email at least 15 days in advance. Continued use of the Platform after that date constitutes acceptance of the new version.

12. Customers in the United States

In addition to the above, a Customer that serves people in the United States agrees to:

• Disclose that the agent is automated. Mortis does not deny being a virtual assistant when asked and never claims to be human (see the AI Policy). The Customer will not configure the agent to deny being automated, or to pose as a person in order to sell or influence a decision, in line with California's bot disclosure law (Business and Professions Code §17940 et seq.) and similar rules.
• Send marketing messages only with consent. Before sending marketing messages (for example, WhatsApp templates or follow-ups to contacts who did not write first), obtain the prior consent required by the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act and state laws, promptly honor opt-out requests ("STOP" or similar) and respect permitted hours. The Customer is the sender of those messages and is responsible for them.
• Handle its own customers' privacy. As a "business" or "controller" under the CCPA/CPRA and other state laws, the Customer must provide its own privacy notice and handle its customers' requests. Northlav acts as a service provider: it does not sell or share that data and uses it only to provide the Service (see Privacy, section 13, and the DPA).
• No protected health information. Northlav Cloud is not designed to process protected health information (PHI) under HIPAA, and Northlav does not sign Business Associate Agreements (BAAs). The Customer will not use it to receive or store PHI.

Nothing above limits any rights granted by each state's consumer protection laws that cannot be waived by contract.

13. AI-generated replies

Replies from Mortis and TIMO are drafted by artificial intelligence from the information the Customer uploads and from the conversations. They may be inaccurate, incomplete or out of date. The Customer is responsible for reviewing what it teaches the agent (prices, policies, hours), supervising its replies, and not presenting those replies as professional advice (medical, legal, financial or otherwise). Northlav is not liable for decisions made solely on the basis of an agent reply.

14. General provisions

• Sanctions and export: the Customer will not use the Platform from countries, or for the benefit of persons or entities, subject to sanctions by the United States, the United Nations or other applicable authorities, nor for purposes prohibited by export control laws.
• Force majeure: neither party is liable for failures caused by events beyond its reasonable control (for example, provider outages, internet failures, natural disasters or government actions) while they last.
• Assignment: the Customer may not assign these Terms without Northlav's written consent. Northlav may assign them in a reorganization, merger or sale of the business, with notice to the Customer.
• Severability: if a provision is invalid, the rest remains in effect and that provision is enforced to the extent permitted by law.
• Entire agreement and waiver: these Terms, together with the policies they link to and the DPA, are the entire agreement between the parties regarding the Service. Not exercising a right does not waive it.
• Notices: Northlav sends notices to the account email or within the Platform; the Customer, to northlavstudio@gmail.com.