Terms of Service

Agreement and eligibility

Toutye is provided by Bagadi LLC, a Texas limited liability company. By creating an account or using Toutye, the customer agrees to these Terms, the Acceptable Use Policy, the Privacy Policy, and any order form or service-specific terms. The person accepting represents that they can bind the customer and is legally able to enter this agreement.

“Bagadi LLC,” “we,” “us,” and “our” mean Bagadi LLC, the company that contracts with the customer and provides the service. “Toutye” means that service. These Terms bind Bagadi LLC whether or not the customer signs an order form; an order form names the same company and does not substitute a different one.

Toutye is a business-to-business service and is not offered for personal, family, or household use. “Customer” means the organization identified during registration or in an order form. These Terms, the order form, the DPA, and the policies linked from the Legal Center form the agreement. A signed order controls over conflicting online terms, followed by the DPA for personal-data processing and then these Terms.

Accounts and customer responsibilities

Customers must provide accurate information, protect credentials, configure authorized users and permissions, and promptly report suspected compromise. Customers control their contacts, message content, consent, campaigns, templates, retention settings, and provider assets and are responsible for the legality and accuracy of those materials.

Communications-provider requirements

Use of WhatsApp and other providers is also governed by those providers' applicable terms, policies, approvals, quality limits, and availability. Customers must obtain legally valid consent, honor opt-outs and suppressions, use approved templates when required, and must not disguise message origin or evade provider enforcement.

Self-service and Assisted customers connect their own provider accounts and assets and contract with and pay Meta directly. For Fully Managed service, Toutye operates its own supplied number and provider assets, and the customer pays the accepted Toutye service charges. Customer content and business materials remain the customer's. Toutye does not guarantee provider approval, verification, delivery, quality rating, messaging limits, continued access or availability.

Service, sandbox, and changes

WhatsApp Sandbox sends actual WhatsApp messages through an admitted Toutye sender to verified recipients, subject to the disclosed consent, session, rate and cost limits. Acceptance and delivery are recorded from actual provider responses and events. Service functions can depend on third-party approval and availability. We may change the service to improve safety, reliability, or legal compliance and will give reasonable notice of material reductions when practicable.

Hosted WhatsApp accounts

Fully Managed customers request an already approved number from Toutye's inventory. After review and assignment, the number uses Toutye's existing WhatsApp Business Account and Meta business portfolio; Managed setup does not create a customer Meta account or require the customer to sign in to Meta. Initial service uses the number's existing approved display name. A later business-name request is handled by Toutye and depends on separate provider approval. The customer's messages, contacts, templates, conversation history and consent evidence remain the customer's and are exportable under the service's access and retention rules. The supplied number, WhatsApp Business Account and Meta portfolio remain Toutye-owned. Assignment does not sell the number; a separate completed sale and supported transfer may change ownership of the number alone.

A sanction Meta applies to a hosted account is applied to our portfolio and therefore to every hosted customer at once. Hosted accounts are for that reason subject to sending rules stricter than Meta’s own, published in the console before they apply: bulk sending pauses when a number is rated “Medium” rather than “Low”; a repeat quality drop within thirty days, or a leading signal past its severe line, suspends bulk sending for thirty days; and a serious breach of Meta’s messaging policy ends the hosted account without notice. Replies to people who messaged the customer are never cut off by these rules.

Leaving hosting. Customers retain their message data, contacts, conversation history and consent evidence. A supplied Managed number remains Toutye-owned until a separate sale and supported transfer are completed. Its source provider account remains Toutye-owned; the one-time number fee does not transfer ownership. Customers can request an export and ask Toutye to review supported exit or migration options. Any number transfer, timing, replacement or financial disposition must be supported by the provider and stated in the customer's accepted service terms.

A number may become eligible for reclamation after four weeks (28 days) of messaging inactivity, with a customer warning before reclamation. The applicable warning timing and assignment are disclosed with the warning. Unresolved messages, financial obligations and custody safeguards must be addressed before release. A customer may separately request to buy the number and transfer it through a supported Meta/provider process. Toutye presents the configured sale price and terms for acceptance. A request, acceptance or payment alone does not complete ownership or provider transfer; verified transfer and customer custody are required.

If Meta restricts our portfolio. Toutye handles provider operations and informs affected Managed customers of known restrictions and next actions. Replies continue where the provider permits. Supported exit options and the treatment of prepaid balances follow the customer's accepted service terms and applicable law.

Assisted setup and additional Meta work

Assisted setup has one fixed price configured by Toutye and shown before acceptance. The accepted price is retained for that setup. Cancellation before substantive Toutye work starts refunds the setup fee through reversal of its original wallet charge. Opening a ticket or collecting the fee alone does not mean work has started. After work starts, cancellation does not automatically refund the fee. Existing accepted terms and historical work or payment evidence are preserved; uncertain historical cases require review rather than an assumed refund outcome.

Assisted setup ends when all required setup checks are green. Customers may submit support tickets afterward. Additional Meta labor has a separate quote that the customer must accept before paid work starts; submitting a ticket alone does not accept a charge. Completing unfinished original setup is not a new paid engagement. Fully Managed provider operations remain included in that service.

Fees and taxes

Customers must pay the fees, pass-through provider charges, and applicable taxes stated in their accepted order or service offer. Cancellation, replacement, refund and exit treatment follow those accepted terms and applicable law. Disputed charges must be raised promptly with supporting detail; undisputed amounts remain due.

Recurring subscriptions renew for the period stated in the order until timely cancelled. Late undisputed amounts may accrue the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Customer is responsible for taxes other than taxes measured by our net income. We may suspend paid features after reasonable notice of an overdue undisputed amount.

Confidentiality, data, and intellectual property

Each party will protect the other's confidential information and use it only to perform this agreement. Customers retain rights in customer data and grant us the limited rights needed to provide, secure, and support the service. Toutye and its licensors retain all rights in Toutye, documentation, software, and service improvements.

We may use service telemetry and deidentified or aggregated information that cannot reasonably identify a customer or person to secure, operate and improve Toutye. We will not attempt to reidentify that information. Feedback may be used without restriction or obligation, but does not transfer ownership of customer data or confidential information.

Security and data protection

Each party will maintain reasonable safeguards appropriate to its role. Our processing of customer personal data is governed by the DPA. Customer must configure access, retention, consent and integrations appropriately; review authorized users; use supported authentication controls; and notify us promptly of suspected compromise. Customer must not submit special-category or regulated data unless an order expressly authorizes the use case and required safeguards.

Suspension and termination

We may restrict or suspend access to prevent harm, address unlawful or policy-violating activity, respond to provider action, or protect the service. Either party may terminate as provided in an order, or for an uncured material breach. Customer export and deletion follow the contracted retention and deletion process.

Toutye and Bagadi LLC reserve the right to suspend any customer account immediately and without notice where the Meta quality rating of a number on that account falls below the “Medium” threshold, or where contact lists are used without consent. No refund of prepaid balances will be granted where the suspension follows a breach of Meta’s anti-spam policy.

A number whose quality rating falls is subject to sanctions applied by Meta rather than by us, and those sanctions extend beyond the number to the WhatsApp Business Account and the business portfolio holding it. Suspension on this ground therefore protects every other customer of the service as well as the service itself, and is not a discretionary commercial measure.

Warranties and liability

Each party warrants it has authority to enter the agreement. Except as expressly stated, the service is provided as available and implied warranties are disclaimed to the extent permitted by law. Neither party is liable for indirect, special, incidental, punitive, or consequential damages. Each party's aggregate liability is limited to fees paid or payable for the affected service during the 12 months before the event, except where a limitation is prohibited by law or an order expressly states otherwise.

The liability cap does not limit payment obligations, infringement or misappropriation of the other party's intellectual property, breach of confidentiality, fraud, willful misconduct, a party's indemnity obligations, or liability that cannot lawfully be limited. Free and sandbox services are provided without service levels and our aggregate liability for them is limited to USD 100 where permitted by law.

Indemnification

Customer will defend and indemnify Toutye and its personnel against third-party claims arising from customer content, recipients, consent, unlawful messaging, customer provider assets, or use of Toutye in breach of the agreement. Toutye will defend and indemnify the customer against a third-party claim that the unmodified paid Toutye service infringes a United States patent, copyright or trademark, excluding customer materials, combinations not supplied by Toutye, continued use after notice, or use outside the agreement. The indemnified party must give prompt notice, reasonable cooperation and control of the defense, and no settlement may admit fault or impose non-monetary duties without consent.

Export controls and regulated use

Each party will comply with applicable sanctions, export-control, anti-bribery and trade laws. Customer represents that it and its authorized users are not prohibited parties and will not use Toutye for unlawful surveillance, weapons development, prohibited political activity, emergency services, or high-risk automated decisions. Toutye is not configured as a HIPAA business associate, financial institution, emergency dispatch system, or safety-critical service unless a signed agreement expressly says otherwise.

Governing law

Texas law governs without regard to conflict-of-laws rules. State and federal courts in Travis County, Texas have exclusive jurisdiction, unless an applicable law requires a different forum. Before filing a claim, the parties will try in good faith for 30 days to resolve it through their legal contacts.

General terms

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. Customer may not assign the agreement without our consent; we may assign it with a merger, reorganization, sale of substantially all relevant assets, or to an affiliate. Notices must be in writing to the account or legal contacts. Failure to enforce a term is not a waiver. Invalid terms are narrowed or severed. The agreement is the complete agreement for its subject and creates no partnership, agency, employment, fiduciary or third-party-beneficiary relationship. Provisions intended by their nature to survive termination do so.

Contact

Bagadi LLC operates Toutye. Legal questions: legal@toutye.com. Privacy questions and rights requests: privacy@toutye.com. Toutye support questions: support@toutye.com. Do not email passwords, payment-card data, message content, or identity documents; Toutye will provide a secure verification channel when needed.