Manychat for Brands Terms of Service
These Manychat for Brands Terms of Service (these "Terms") are an agreement between Manychat, Inc., a Delaware corporation ("Manychat"), and the business that accepts them ("Customer," "you"). They govern your use of Manychat for Brands (the "Service").
Business use only. By accepting these Terms, you confirm that you are acting for business purposes and not as a consumer, and that this will remain true while you use the Service.
Acceptance. You accept these Terms by signing an order form or quote that references these Terms (an "Order Form") or by using the Service, whichever happens first. If you accept on behalf of a company or other entity, you represent that you are authorized to bind it, and "you" and "Customer" mean that entity.
Your Manychat account. You sign in to the Service with a Manychat account. That account, and any use of the Manychat platform outside the Service, is governed by the Manychat Terms of Service at manychat.com/legal/tos (the "Classic Terms"). The Classic Terms are not incorporated into these Terms. These Terms govern the Service; if these Terms and the Classic Terms conflict, these Terms control for the Service.
Related terms. You use a Manychat account only to sign in to the Service. That account, and any use of Manychat products other than the Service, is governed by the Manychat Terms of Service (the "Classic Terms"), which are not part of these Terms. The Manychat Data Processing Addendum ("DPA") and Acceptable Use Policy ("AUP"), and each Order Form, are part of these Terms. Section 16.4 sets the order of precedence. For more information about how Manychat collects, uses, shares and otherwise processes Customer Data, please see our Privacy Policy https://manychat.com/legal/privacy.
1. The Service
1.1 What it does. The Service is a software platform that lets Customer run creator marketing campaigns ("Campaigns") by inviting creators ("Creators") to connect their accounts on Instagram, TikTok, or other supported platforms ("Third-Party Platforms"; once connected, "Connected Accounts"), proposing and approving message flows that run in those accounts ("Automations"), and viewing Campaign metrics, including derived rates, benchmarks, and aggregated audience insights such as follower age, gender, and location ("Performance Data"). Manychat may add, change, or remove features at any time without prior notice.
1.2 Beta. The Service is currently in an early-access period (the “Beta”). The Beta ends when Manychat notifies Customer, by email or through the Service, that the Service is generally available; until then, the Service is in Beta. While the Service is in Beta: features may change or be removed, the Service may contain errors or be interrupted, and Manychat may limit usage; Manychat does not commit to build or keep any particular feature; no service level agreement or uptime commitment applies, and support is as described in the Order Form; and Manychat may discontinue the Service on 30 days’ notice and will refund prepaid fees for the period after discontinuation..
1.3 Third-Party Platforms. The Service depends on Third-Party Platforms, which Manychat does not control and which may restrict their APIs, withhold data, or suspend access at any time. As a result, Automations may not run and Performance Data may be delayed or incomplete. Customers working with the same Creator share that Creator's platform limits, so one Campaign may affect another. Manychat may modify or suspend any part of the Service to meet Third-Party Platform requirements, without liability.
2. Accounts
2.1 Authorized Users. Customer may let its employees and contractors, and those of its Principals, ("Authorized Users") use the Service within the plan tier, limits, and add-ons set out in its Order Form (its "Plan"). Customer is responsible for all activity under its account and must use individually named logins.
2.2 Acting for others. If Customer uses the Service for a brand or client (a "Principal"), Customer represents that it can bind the Principal to these Terms for the Principal's Campaigns and is responsible for the Principal's acts and omissions as its own.
3. Creators and Automations
3.1 Invitations. Customer may invite Creators by providing their handle and email address, and Manychat will send the invitation on Customer's behalf. Customer represents that it has a business relationship with, or another lawful basis to contact, each Creator it invites, and is responsible for any content it adds to an invitation. Invitations may not be used as a marketing channel.
3.2 Creator consent and control. A Creator joins a Campaign only by accepting Manychat's Creator Connection Terms. An Automation runs in a Connected Account only after both the Creator and Customer approve it.
3.3 What Customer receives. Customer receives Performance Data only in aggregated form that does not identify any of a Creator's followers or subscribers. Customer gets no access to Connected Accounts, to Creators' messages with their audiences, or to follower identities or contact details, and will not try to obtain or infer them.
3.4 Customer's responsibility. Automations send messages in the Creator's name. As between the parties, Customer is responsible for every Automation it proposes or approves and for the trademarks, creative, and other content it provides ("Customer Materials"), including their compliance with advertising, endorsement, and disclosure law (such as the FTC Endorsement Guides) and Third-Party Platform branded-content rules. Customer acknowledges that a Third-Party Platform may act against a Creator's account because of those Automations.
3.5 Customer's agreements with Creators. Customer's relationship with each Creator is governed solely by their own agreement, which must permit the Creator's use of the Service for Customer's Campaigns. The Service lets a Creator edit, pause, or delete Automations or disconnect at any time; whether the Creator may do so, and the consequences for Customer, are governed by that agreement, and doing so does not entitle Customer to a refund. Manychat is not a party to that relationship; does not vet, verify, or endorse any Creator, including any Creator surfaced through the Service; and is not responsible for any Creator's content, audience, conduct, or performance.
4. Acceptable Use
Customer will comply with the AUP when using the Service. Customer will additionally comply with applicable law (including advertising, consumer protection, privacy, electronic messaging, and anti-discrimination law) and Third-Party Platform policies, and will not: (a) access a Connected Account except through the Service; (b) build a database of Creators or their audiences from the Service for use outside it, or train models on data about Creators; (c) extract Performance Data except through the Service's export features, or share a Creator's Performance Data except with that Creator, Customer's Principals, or advisors bound by confidentiality; (d) use Performance Data, including audience insights, to discriminate unlawfully or to identify or target any individual; (e) propose or approve Automations that send unsolicited or deceptive messages or that violate Third-Party Platform policies; or (f) circumvent Plan limits or resell the Service. Manychat may disable Customer Materials or Automations that it reasonably believes violate these Terms, the law, or platform policies.
5. Data
5.1 Roles. Manychat is a controller of information about Customer and its Authorized Users as described in the Privacy Policy. To the extent Creator contact details Customer provides ("Creator Data") are personal data, Customer is the controller and Manychat is its processor under the DPA. Manychat is a controller of Creators' acceptance records, of data used to operate Creators' own Manychat accounts, and of Performance Data, which it collects from Creators' Connected Accounts and discloses to Customer as Creators authorize. Customer will use Performance Data only for the Campaign for which it was disclosed and will delete Performance Data that relates to an identifiable Creator when that Creator withdraws authorization or disconnects. Data about individuals in a Creator's audience is processed for the Creator and is not disclosed to Customer. Customer is responsible for having a lawful basis to provide Creator Data and for any notice to Creators that the law requires of it.
5.2 Customer Data. Customer owns the data and Customer Materials it submits to the Service ("Customer Data") and grants Manychat a non-exclusive, worldwide, royalty-free license to use Customer Data to provide, secure, and improve the Service and as these Terms otherwise permit.
5.3 Aggregated Data and benchmarks. Manychat may create data that is anonymized or aggregated so that it does not identify, and cannot reasonably be used to identify, any customer, Creator, or individual ("Aggregated Data"), and may use it for any lawful purpose during and after the term, including to provide benchmarks to Customer and other customers. Benchmarks never disclose another customer's identity, Campaigns, or absolute figures. Customer will not attempt to re-identify anyone from Aggregated Data.
5.4 Availability and deletion. Customer may export Performance Data during the term and, on written request, for 30 days afterward. Manychat does not guarantee that Performance Data will remain available; it may cease to be available if a Creator disconnects, deletes an Automation, or withdraws authorization, or if a Third-Party Platform or the law requires. A Creator's disconnection or withdrawal also triggers Customer's deletion obligation under Section 5.1. Creator Data is returned or deleted as the DPA provides. Manychat handles Performance Data in its own systems as a controller in accordance with the Privacy Policy.
6. Fees
Customer will pay the fees set out in its Order Form, in U.S. dollars, on the payment terms stated there or, if none are stated, within 30 days after the invoice date. Unless the Order Form says otherwise, Plans renew automatically for the same period unless either party gives notice of non-renewal at least 30 days before the end of the current period. Any contact or other usage limits in the Plan apply to Customer's account as a whole, not to individual Creators. Manychat may change fees or Plan limits for a renewal period by notice at least 60 days before that period starts. Fees exclude taxes (other than taxes on Manychat's income), which Customer pays, and are non-refundable except as these Terms provide.
7. Term, Suspension, and Termination
7.1 Termination. These Terms continue until terminated, and either party may terminate these Terms effective at the end of the current Plan period by giving notice of non-renewal under Section 6. Either party may terminate these Terms on written notice to the other party for the other's material breach that is not cured within 30 days after written notice, or sooner where Manychat reasonably needs to address legal or Third-Party Platform risk. If Customer terminates for Manychat's breach, Manychat will refund prepaid fees for the remaining period. Customer may not use or attempt to use the Service after these Terms are terminated.
7.2 Suspension. Manychat may suspend the Service, a Campaign, or an Automation for overdue fees, a suspected violation of these Terms, the law, or platform policy, fraud or security risk, or a Third-Party Platform requirement, with notice where reasonably practical.
7.3 Effect. When the Service ends or is suspended, Manychat may disable Customer's Automations, so people interacting with a Creator's live content may stop receiving automated responses. Customer is responsible for coordinating with Creators beforehand (for example, removing calls to action). Manychat is not responsible for the consequences of Automations being disabled or continuing to run in a Creator's account under the Creator's control. Payment obligations, Sections 3.4 through 5, and Sections 8 through 16 survive termination.
8. Intellectual Property
Manychat owns the Service, its templates and methodology, and all Aggregated Data, and grants Customer a non-exclusive, non-transferable right to use the Service during the term for its internal business purposes and for its Principals. Customer grants Manychat the right to use Customer Materials in Automations and invitations as Customer directs. Manychat may freely use any feedback Customer provides, and Customer assigns its rights in that feedback to Manychat.
9. Confidentiality
Each party will protect the other's non-public information with reasonable care and use it only under these Terms. For Customer, this includes Customer Data and its Performance Data; for Manychat, it includes non-public information about the Service and its roadmap. This does not apply to information that is or becomes public without breach, that the recipient already knew or independently develops, or that it rightfully receives from a third party. Disclosure required by law is permitted, with prior notice where lawful and practical. These obligations last for 3 years after these Terms end, and for trade secrets as long as they remain trade secrets.
10. Disclaimers
10.1 Performance Data. Performance Data and benchmarks are not verified by Manychat, are provided for information only, and are not advice or a system of record. Customer alone decides how to use them, will apply human review, and will not use them as the sole basis for a decision that materially affects a Creator.
10.2 DISCLAIMER. THE SERVICE AND PERFORMANCE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MANYCHAT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT IT WILL PRODUCE ANY RESULT, OR THAT ANY CREATOR WILL PERFORM OR REMAIN CONNECTED.
11. Indemnification
11.1 By Customer. Customer will indemnify, and at Manychat’s option, defend Manychat and its affiliates and personnel against third-party claims, and resulting damages, fines, settlements, and reasonable attorneys' fees, arising from: (a) Customer Materials or Automations Customer proposes or approves; (b) Customer's Campaigns or dealings with Creators, including Creator claims and Third-Party Platform action against a Creator's account; (c) Creator Data provided without a lawful basis; or (d) Customer's breach of these Terms or the law, or its Principals' acts and omissions.
11.2 By Manychat. Manychat will indemnify and defend Customer against third-party claims, and resulting damages, settlements, and reasonable attorneys' fees, alleging that the Service infringes a United States patent, copyright, or trademark or misappropriates a trade secret. This does not cover claims arising from Customer Materials, Customer Data, Performance Data supplied by Third-Party Platforms, third-party components, modifications not made by Manychat, or use of the Service in combination with products not provided by Manychat or in breach of these Terms. In addition, Manychat may modify the Service, obtain a license for Customer, or, if neither is commercially practical, terminate Customer's Plan and refund prepaid fees for the remaining period. This Section 11.2 states Manychat’s entire liability and Customer's exclusive remedy for infringement claims.
11.3 Procedure. The indemnified party will notify the indemnifying party promptly (a delay affects the indemnity only to the extent it prejudices the defense) and cooperate at the indemnifying party's expense. When the indemnifying party will defend a claim, the indemnified party will yield control of the defense to the indemnifying party. The indemnifying party may not settle a claim in a way that imposes obligations on the indemnified party, other than payment covered by the indemnity, without the indemnified party’s written consent.
12. Limitation of Liability
12.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data. This Section 12.1 does not limit either party’s indemnification obligations under Section 11.
12.2 Cap. Each party's total liability is capped at the fees Customer paid or owed under these Terms in the 12 months before the event giving rise to the claim. The cap is twice that amount for each party's obligations under Section 11 and for either party's breach of Section 9.
12.3 Scope. The limits in this Section 12 apply to the fullest extent permitted by law, but not to Customer's payment obligations, breach of Section 16.2, fraud, willful misconduct, or liability that cannot legally be limited.
13. Dispute Resolution; Binding Arbitration; Governing Law
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND MANYCHAT TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND MANYCHAT CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND MANYCHAT FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND MANYCHAT AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. MANYCHAT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AND MANYCHAT EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS. FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 13.7, IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
13.1 Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 13 apply to any dispute, claim, or controversy (excluding those exceptions listed in Section 13.2 below) between you and Manychat, whether related to past, present, or future events and whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Service, including any claims related to the use or operation of our Service, any privacy or data security claims, or claims related to the validity, enforceability, or scope of this Section or any portion of it (each, a “Claim”).
13.2 Claims Subject to Binding Arbitration; Exceptions. All Claims must be resolved by a neutral arbitrator through final and binding arbitration rather than in court, except as expressly set forth in this Section 13.2. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it, as well as all claims relating to the Service or your use of the Service. The only exceptions to this requirement are individual disputes that (1) qualify for small claims court in the county of your billing address (provided that the small claims court does not permit class or similar representative actions or relief); or (2) are exclusively related to the alleged infringement or misappropriation of the intellectual property rights of you or Manychat, including any disputes in which you or Manychat seek injunctive or other equitable relief for the alleged unlawful use of your or Manychat’s intellectual property (“IP Claims”). Only the foregoing disputes are excluded from the arbitration requirement, and any other Claims, even if filed jointly with the foregoing disputes, remain subject to the arbitration requirement. Any disputes that are expressly excluded from arbitration under this Section 13.2 must be resolved exclusively in a court of competent jurisdiction in accordance with Section 14.
13.3 Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 13 and to the fullest extent permitted by applicable law, all Claims subject to arbitration will be resolved exclusively through binding, individual arbitration conducted by the Judicial Arbitration and Mediation Services (“JAMS”) according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by JAMS, the then-current version of the Streamlined Arbitration Rules (available at: www.jamsadr.com), as modified by these Terms, will apply (the “Rules”). You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason.
These Terms affect interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the FAA, to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies (including claims for unjust enrichment) that are individual to you or Manychat to satisfy your or our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
13.4 Arbitration Procedure and Location. You or Manychat may initiate arbitration of any Claim by filing a demand for arbitration with JAMS in accordance with the Rules (an “Arbitration Demand”). Instructions for filing a demand with JAMS are available on the JAMS website. You will send a copy of any Arbitration Demand to Manychat by certified mail addressed to Manychat, Inc. at 7001 Burnet Road Suite 500 (5th Floor) Austin, Texas 78757 or by email to [email protected]. Manychat will send any Arbitration Demand to you by email and certified mail at the email and mail addresses provided to it, if any.
Each arbitration will be conducted by a single arbitrator, selected in accordance with the Rules, and in the English language. You and Manychat both agree that the arbitrator will be bound by these Terms. The arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules. The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Manychat agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
13.5 Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms. Additionally, each party shall be responsible for its own attorneys’ fees and any other costs that are not payable to JAMS.
13.6 Confidentiality. If you or Manychat files a Claim in arbitration, you and Manychat agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Manychat agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
13.7 Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing [email protected]. In order to be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.
13.8 One Year to Assert Claims. To the extent permitted by law, any Claim by you or Manychat against the other must be asserted in an Arbitration Demand (or, for disputes excluded from arbitration under Section 13.2, in a court action) within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Manychat will no longer have the right to assert that Claim.
13.9 Severability. If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.
14. Governing Law and Venue.
Any dispute, Claim, or controversy arising from or relating to these Terms or our Service will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, Claim, or controversy arising from or relating to these Terms or our Service that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of California and the United States, respectively, sitting in Los Angeles County, California. You and Manychat waive any objection to venue in any such courts.
15. Changes to these Terms
Manychat may update these Terms. Manychat will give at least 30 days' notice of material changes (15 days while the Service is in Beta) by email or through the Service; other changes take effect when posted. Continued use after a change takes effect is acceptance. If Customer does not accept a material adverse change, it may terminate before the change takes effect and receive a refund of prepaid fees for the remaining period. The current version is posted at https://manychat.com/brands.
16. General
16.1 Notices. Notices to Customer go to the account administrator's email or through the Service. Notices to Manychat go to [email protected].
16.2 Sanctions. Customer represents, on acceptance and throughout its use of the Service, that neither it, its Authorized Users, its Principals, nor anyone owning 50% or more of or controlling it is located or organized in a country or territory under comprehensive U.S., EU, UK, or UN sanctions (a "Sanctioned Territory") or is, or is owned or controlled by, a person on a sanctions or restricted-party list of those authorities. Customer will comply with sanctions and export control laws, will not run Campaigns with any Creator it knows or reasonably should know is in a Sanctioned Territory or on such a list, and will not intentionally target Campaign content at audiences in a Sanctioned Territory. Customer will notify Manychat within 2 business days if any representation in this Section becomes inaccurate and will provide the information Manychat reasonably requests to verify compliance, including the identity and ownership of Customer and its Principals. Manychat may screen Customer, its Authorized Users, its Principals, and invited Creators, may block access to the Service from any Sanctioned Territory, and may suspend or terminate the Service immediately, without cure period, liability, or refund, if it reasonably believes this Section has been or is about to be breached, or if continued performance would violate sanctions or export control law. This Section is material to these Terms.
16.3 Assignment. Customer may not assign these Terms without Manychat's consent, except to a successor to substantially all of its business that is not a Manychat competitor. Manychat may assign these Terms to an affiliate or successor.
16.4 Entire agreement; precedence. These Terms, the documents incorporated into them, and Customer's Plan are the entire agreement about the Service; purchase order terms do not apply. A separate agreement signed by both parties that expressly covers the Service, including an Order Form, controls to the extent it directly conflicts with these Terms. Otherwise, these Terms control over the incorporated documents and the Classic Terms, except that the DPA controls for processing personal data.
16.5 Other terms. Neither party is liable for delays caused by events beyond its reasonable control, including Third-Party Platform actions, other than payment obligations. The parties are independent contractors, and no third party has rights under these Terms except Manychat's indemnified parties under Section 11. Failure to enforce a provision is not a waiver. An unenforceable provision will be enforced to the extent permitted. "Including" means "including without limitation," and the English version controls.