Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client") and KML Studio ("KML Studio," "we," "us," or "our") governing your access to and use of our software development, web automation, and WhatsApp Business automation services (collectively, the "Services").

By accessing our Services, signing a service agreement, or otherwise engaging KML Studio, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.

2. Service Description

KML Studio provides the following services:

2.1 WhatsApp Business Automation

• Integration with the official WhatsApp Business API provided by Meta Platforms, Inc.
• Implementation of number coexistence (coexistencia de número), enabling clients to connect their existing WhatsApp Business number to the API while maintaining normal app functionality
• Development of chatbots, automated conversation flows, and AI-assisted messaging
• Integration of WhatsApp automation with third-party platforms (CRMs, databases, e-commerce systems)
• WhatsApp message template creation and Meta approval assistance

2.2 Software Development

• Custom web application and backend system development
• Web process automation and workflow optimization
• API integrations and system connectivity

2.3 Service Availability

We strive to maintain high platform availability but do not guarantee uninterrupted service. Planned maintenance will be communicated in advance where possible. Service availability for WhatsApp Business API connections is subject to Meta's infrastructure and policies.

3. Eligibility & Registration

To use our Services, you must:

• Be a legally registered business entity or sole proprietor acting in a business capacity
• Be at least 18 years of age and have the legal authority to enter into contracts on behalf of your organization
• Hold a valid WhatsApp Business Account in good standing with Meta
• Comply with Meta's WhatsApp Business Terms of Service and WhatsApp Business Policy

You are responsible for keeping your account credentials confidential and for all activity conducted through your account. Notify us immediately of any unauthorized access at kml.tech22@gmail.com.

4. Client Responsibilities

This section is particularly important for compliance with Meta's WhatsApp Business Platform policies.

4.1 Message Content Responsibility

The Client is solely and fully responsible for all content sent via WhatsApp through our platform, including but not limited to message templates, chatbot responses, media files, and automated flows. KML Studio is a technical conduit and does not exercise editorial control over Client messages.

4.2 WhatsApp Business Policy Compliance

The Client must at all times comply with:

• The WhatsApp Business Policy
• The WhatsApp Business Terms of Service
• The Meta Platform Terms
• All applicable local laws regarding electronic communications and messaging

4.3 End-User Opt-In Requirement (Critical)

The Client is responsible for:

• Maintaining records of all opt-in consents
• Honoring opt-out requests immediately when received
• Not importing or using phone number lists acquired without proper consent
• Ensuring opt-in mechanisms comply with applicable laws (GDPR, LGPD, CAN-SPAM, etc.)

4.4 Data Controller Responsibility

For all end-user personal data processed through our platform, the Client acts as the Data Controller under applicable data protection law (including GDPR). The Client is responsible for:

• Establishing and maintaining a lawful basis for processing end-user data
• Providing end-users with adequate privacy notices
• Responding to data subject rights requests from their end-users
• Complying with all applicable data protection laws in the jurisdictions where they operate

KML Studio processes end-user data as a Data Processor, acting only on documented instructions from the Client.

5. Acceptable Use & Prohibitions

You may not use our Services to:

• Send spam, unsolicited bulk messages, or any messages to recipients who have not provided valid WhatsApp opt-in consent
• Distribute content that is illegal, fraudulent, deceptive, threatening, harassing, defamatory, or obscene
• Violate any applicable laws or regulations, including consumer protection, anti-spam, and privacy laws
• Send messages that violate Meta's Commerce Policy or promote prohibited goods/services
• Resell, sublicense, or otherwise provide third parties with access to the WhatsApp Business API through our platform without prior written authorization from KML Studio
• Reverse engineer, decompile, or attempt to extract the source code of our platform software
• Circumvent, disable, or interfere with security features of the Services
• Impersonate any person or organization or misrepresent your affiliation
• Engage in any activity that could result in suspension or termination of the Client's WhatsApp Business Account by Meta

We reserve the right to suspend or terminate service immediately, without notice, if we reasonably believe a violation of this section is occurring.

6. Data Processing & Privacy

Our collection and use of personal data is governed by our Privacy Policy, incorporated herein by reference.

Where required by applicable data protection law, KML Studio and the Client will enter into a separate Data Processing Agreement (DPA) prior to any processing of personal data of the Client's end-users. The DPA details the subject matter, nature, purpose, and duration of processing, as well as the type of personal data and categories of data subjects involved.

KML Studio complies with all applicable data protection obligations as a Data Processor, including implementing appropriate technical and organizational security measures.

7. Intellectual Property

7.1 KML Studio Property

KML Studio retains all right, title, and interest in and to its platform, tools, software, methodologies, know-how, and any deliverables created using our proprietary frameworks — excluding Client-provided content and data.

7.2 Client Property

The Client retains all right, title, and interest in their business data, end-user data, brand assets, message content, and any custom logic or content the Client provides to us for integration. KML Studio is granted a limited license to use such materials solely to provide the Services.

7.3 Custom Developments

For custom software or automation solutions developed specifically for a Client under a separate statement of work, intellectual property ownership will be as specified in that agreement. In the absence of such specification, ownership remains with KML Studio, and Client receives a perpetual, non-exclusive license for their own business use.

8. Warranties & Disclaimer

KML Studio warrants that it will provide the Services with reasonable skill and care and in accordance with applicable law.

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, KML STUDIO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

KML Studio does not warrant that the Services will be uninterrupted, error-free, or free of viruses. We do not warrant the accuracy, completeness, or timeliness of any information provided through the platform.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KML STUDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.

KML Studio's total cumulative liability for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the Client to KML Studio in the three (3) months preceding the event giving rise to the claim.

9.1 Meta / WhatsApp Account Actions

10. Term & Termination

10.1 Term

These Terms commence on the date you begin using the Services and continue until terminated in accordance with this section or as specified in a separate service agreement.

10.2 Termination by Either Party

Either party may terminate the service relationship with 30 days' written notice to the other party, unless a different notice period is specified in a service agreement.

10.3 Immediate Termination by KML Studio

KML Studio may terminate or suspend Services immediately, without notice, if:

• The Client materially breaches these Terms (particularly Section 4 or 5)
• The Client's account is suspended by Meta due to policy violations
• Continued provision of Services would violate applicable law
• The Client fails to pay outstanding invoices within 15 days of a payment notice

11. Effects of Termination

Upon termination of Services:

• The Client's access to the platform and all associated services will be revoked
• KML Studio will provide an opportunity to export Client data for a period of 15 days post-termination; the Client should request this promptly
• All Client data will be permanently deleted from KML Studio systems within 30 calendar days of termination, except data we are legally required to retain
• Provisions that by their nature should survive termination (Intellectual Property, Limitation of Liability, Governing Law) shall survive

12. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Mexico (Leyes de los Estados Unidos Mexicanos), without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Mexico City (Ciudad de México), Mexico.

Nothing in this section limits either party's right to seek urgent interim or injunctive relief from any court of competent jurisdiction.

13. Miscellaneous

13.1 Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes via email or prominent notice on our website at least 15 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance.

13.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreement or statement of work, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.4 Waiver

Failure by either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

13.5 Assignment

The Client may not assign or transfer these Terms or any rights hereunder without KML Studio's prior written consent. KML Studio may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

14. Contact

For questions regarding these Terms of Service, please contact: