Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and FoundHex Inc., a Delaware C-Corporation ("FoundHex," "we," "us," or "our"). By accessing, registering for, or using the Repaxio platform, website (repaxio.com), APIs, or any related services (collectively, the "Services"), you agree to be bound by these Terms. Repaxio is a product of FoundHex Inc.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Repaxio is an smart, all-in-one growth engine for local and multi-location businesses. The Services include, but are not limited to:

• Reputation Management: Multi-platform review aggregation (Google, Facebook, Yelp), AI-generated review response suggestions, sentiment analysis, QR code review routing, and competitor analysis.
• Customer Engagement: SMS, email, and WhatsApp messaging campaigns, review request automation, and feedback collection.
• Loyalty and Referrals: Customer rewards programs, referral tracking, and redemption management.
• Marketing (Phase 2): Social media management and content scheduling.
• Analytics and Reporting: Custom reports, revenue attribution, smart insights, and business performance dashboards.

3. Account Registration and Security

3.1 Account Creation

To use the Services, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes. Each account is for a single business entity; sharing account credentials with unauthorized parties is prohibited.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately at support@repaxio.com of any unauthorized access to or use of your account. Repaxio shall not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Team Members

You may invite team members to access your account with appropriate role-based permissions. You are responsible for the actions of all team members and for ensuring they comply with these Terms.

4. Subscriptions, Pricing, and Payment

4.1 Subscription Plans

Repaxio offers tiered subscription plans with varying features and usage limits. Plan details, pricing, and included features are described on our website and may be updated from time to time. We will provide at least 30 days' notice of any pricing changes to existing subscribers.

4.2 Billing and Payment

• Subscriptions are billed monthly or annually, as selected at the time of purchase.
• Payment is processed through Stripe (for US Clients) or Razorpay (for India-based Clients).
• All fees are non-refundable except as expressly stated in these Terms or required by law.
• Usage-based charges (e.g., SMS messages, WhatsApp messages beyond plan limits) are billed monthly in arrears.

4.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and government charges (excluding taxes based on FoundHex's net income) associated with your use of the Services.

4.4 India: OIDAR Services and GST

FoundHex Inc. is registered as an Online Information and Database Access or Retrieval (OIDAR) service provider under India's Goods and Services Tax (GST) regime pursuant to Section 24(ix) of the CGST Act, 2017. Repaxio qualifies as an OIDAR service (SAC Code 99843) as it is a cloud-based SaaS platform delivered over the internet with automated functionality.

• For unregistered Indian recipients (B2C): FoundHex will charge Integrated GST (IGST) at the applicable rate (currently 18%) on all subscription fees and usage-based charges. IGST will be itemized as a separate line on your invoice alongside the SAC code, taxable value, and place of supply.
• For GST-registered Indian recipients (B2B): If you provide a valid GSTIN during account registration, GST is payable by you under the Reverse Charge Mechanism (RCM) as per Section 5(3) of the IGST Act, 2017. Your invoice will reflect the taxable value without IGST. You are responsible for self-assessing and remitting applicable GST to the Indian government. You may claim Input Tax Credit on the GST paid under RCM, subject to applicable GST rules.
• GSTIN Obligation: If you are registered under GST in India, you must provide your valid GSTIN during account registration. You are responsible for the accuracy of the GSTIN provided. If you do not provide a GSTIN, IGST will be charged on your invoices. FoundHex is not liable for any inability to claim Input Tax Credit resulting from your failure to provide a valid GSTIN at the time of purchase.

Place of Supply: For Indian customers, the place of supply is determined based on your billing address and other indicators as prescribed under Section 13(12) of the IGST Act, 2017. You agree that the billing address provided during registration accurately reflects your location.

All prices displayed for the India market are exclusive of GST unless explicitly stated otherwise. FoundHex files monthly GST returns (GSTR-5A) as required for foreign OIDAR service providers and maintains an authorized representative in India for GST compliance purposes. Invoices will include FoundHex's GSTIN, SAC code, IGST breakout (where applicable), and sequential invoice numbering as required under Indian GST law.

4.5 Late Payment

Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend access to the Services for accounts with payments overdue by more than 15 days.

4.6 Free Trial

We may offer a free trial period for new Clients. At the end of the trial, your account will be converted to a paid subscription unless you cancel before the trial ends. No credit card is required for the trial unless otherwise stated.

5. Messaging Compliance and Responsibilities

5.1 Client Obligations

When using Repaxio's SMS, email, and WhatsApp messaging features, you (the Client) agree to and are responsible for:

• Obtaining valid, documented prior express written consent from all End Consumers before sending marketing messages through our platform.
• Maintaining accurate and complete records of all consent obtained, including the time, date, method, and specific consent language.
• Complying with all applicable laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, CTIA guidelines, WhatsApp Business Policy, India's DPDP Act, and any applicable state or international messaging laws.
• Ensuring all message content is truthful, non-deceptive, and complies with applicable advertising laws.
• Honoring all opt-out requests immediately and ensuring opted-out contacts are suppressed from future campaigns.
• Not sending messages that contain prohibited content including SHAFT content (sex, hate, alcohol, firearms, tobacco) in violation of carrier guidelines.
• Not sending messages outside permitted hours (8:00 AM – 9:00 PM recipient local time for marketing messages).

5.2 SMS-Specific Obligations (United States)

Repaxio delivers SMS and MMS messaging for United States recipients through Twilio's programmable messaging platform. All SMS traffic from Repaxio is classified as Application-to-Person (A2P) messaging. Clients using SMS features agree to the following:

• A2P 10DLC Registration: FoundHex registers its brand and messaging campaigns with The Campaign Registry (TCR) through Twilio, as required by US wireless carriers. If you are an ISV or reseller using Repaxio on behalf of your own customers, you must ensure each end business is properly registered. Unregistered messaging may be throttled, filtered, or blocked by carriers.
• TCPA Compliance: You must obtain prior express written consent from each End Consumer before sending any marketing, promotional, or automated text messages through Repaxio. Consent must be documented with a clear disclosure that includes: the identity of your business, the types of messages to be sent, anticipated message frequency, that message and data rates may apply, instructions to reply STOP to opt out and HELP for assistance, and a link to your privacy policy and terms of service. Consent cannot be a condition of any purchase, and consent cannot be bought, sold, or exchanged.
• CTIA Guidelines: All SMS campaigns must comply with the CTIA Messaging Principles and Best Practices. Messages must identify your business by name. Content must not include SHAFT material (sex, hate, alcohol, firearms, tobacco) unless you have implemented compliant age-gating for legally permitted products. You must not use link shorteners from generic URL shortening services.
• Opt-Out Handling: Repaxio automatically processes STOP, QUIT, UNSUBSCRIBE, CANCEL, and END keywords and suppresses opted-out numbers. You must not send any further messages to an opted-out number unless the End Consumer provides new express written consent. As of April 2025, opt-outs must be honored within ten (10) business days per FCC rules.
• HELP Keyword: End Consumers who reply HELP will receive an automated response including your business name, a brief program description, customer support contact information, and opt-out instructions.
• Quiet Hours: Marketing and promotional messages must not be sent before 8:00 AM or after 9:00 PM in the recipient's local time zone. Some states impose stricter windows; you are responsible for compliance with state-specific quiet hours.
• Do Not Call Registry: You must not send marketing messages to numbers listed on the National Do Not Call Registry unless the recipient has provided prior express written consent. You are responsible for scrubbing your contact lists against the registry.
• Message Content: Each message must include your business name or brand identifier. Message content must match the purpose disclosed during opt-in. You must not send deceptive, misleading, or fraudulent content through the platform.

5.3 WhatsApp-Specific Obligations (India and Global)

Clients using WhatsApp Business integration through Repaxio must:

• Register their own WhatsApp Business Account through our Embedded Signup flow or provide their own verified business phone number.
• Comply with WhatsApp Business Policy, WhatsApp Commerce Policy, and Meta Platform Terms.
• Use only approved message templates for business-initiated conversations.
• Not send spam, unsolicited messages, or messages violating WhatsApp's policies.
• Maintain a quality rating above the minimum threshold required by Meta to avoid number restrictions.

5.4 Indemnification for Messaging

You agree to indemnify and hold Repaxio harmless from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from your messaging activities, including but not limited to: messages sent without proper consent, TCPA violations, CTIA guideline violations, A2P 10DLC non-compliance, carrier fines or surcharges, messages containing prohibited content, Do Not Call Registry violations, and any claims by End Consumers related to messages sent through our platform on your behalf.

6. Data Ownership and Privacy

6.1 Your Data

You retain all rights, title, and interest in your data ("Client Data"), including business information, customer lists, and content you upload to the Services. You grant Repaxio a limited, non-exclusive license to use Client Data solely to provide and improve the Services.

6.2 End Consumer Data

End Consumer data collected through Repaxio (via QR code forms, review requests, loyalty sign-ups, etc.) is owned by the Client. Repaxio processes this data as a Data Processor on the Client's behalf. The Client is the Data Controller (or Data Fiduciary under India's DPDP Act) and is responsible for providing appropriate privacy notices to End Consumers and ensuring a lawful basis for processing.

6.3 Data Processing Agreement

Our processing of personal data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA). The DPA is available upon request and covers sub-processor disclosures, data breach notification procedures, data deletion obligations, and audit rights.

6.4 Data Portability and Deletion

Upon written request within 30 days of account termination, we will provide an export of your Client Data in a structured, machine-readable format (CSV or JSON). After the 90-day post-termination retention period, all Client Data will be permanently deleted from our active systems within 30 days, except for data required to be retained by law.

7. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation.
• Send unsolicited, deceptive, or fraudulent communications.
• Collect, harvest, or scrape personal data without consent.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to any part of the Services, other accounts, or systems connected to the Services.
• Use the Services to compete with Repaxio or to develop a competing product.
• Reverse engineer, decompile, or disassemble any aspect of the Services.
• Post or transmit any content that is harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• Use the AI features to generate misleading, fraudulent, or deceptive content.
• Resell or redistribute the Services without written authorization.

Violation of this policy may result in immediate suspension or termination of your account.

8. Intellectual Property

8.1 Repaxio IP

The Services, including all software, algorithms, AI models, user interfaces, designs, documentation, and related intellectual property, are and remain the exclusive property of FoundHex Inc. These Terms do not grant you any right, title, or interest in our intellectual property except for the limited right to use the Services during your subscription.

8.2 Feedback

If you provide suggestions, feature requests, or other feedback about the Services, we may use such feedback without restriction or obligation to you.

8.3 Client Branding

You grant Repaxio the right to use your company name and logo for the limited purpose of identifying you as a Repaxio customer, such as in customer lists on our website. You may opt out of this by notifying us in writing.

9. Third-Party Integrations

The Services integrate with third-party platforms including Google Business Profile, Facebook (Meta), Yelp, WhatsApp Business API, Twilio (SMS/MMS messaging for US recipients), Stripe, Razorpay, Auth0, and Mailgun. Your use of these integrations is subject to the respective third party's terms of service and privacy policies.

Repaxio uses Twilio's programmable messaging platform to deliver SMS and MMS messages to United States recipients. By using SMS features, you acknowledge that message data is transmitted through Twilio's infrastructure and is subject to Twilio's Acceptable Use Policy, Messaging Policy, and Data Protection Addendum. Twilio acts as a sub-processor of End Consumer data for message delivery purposes.

We are not responsible for the availability, accuracy, or functionality of third-party services. Changes to third-party APIs, policies, or pricing may affect the availability of certain features. We will make commercially reasonable efforts to adapt to such changes but do not guarantee uninterrupted integration functionality.

10. Service Level and Availability

Repaxio targets 99.9% platform uptime, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance when possible. We are not liable for downtime caused by factors outside our reasonable control, including third-party service outages, internet connectivity issues, or force majeure events.

11. Limitation of Liability

12. Disclaimer of Warranties

Repaxio does not warrant that:

• The Services will be uninterrupted, error-free, or secure;
• Results obtained from the Services will be accurate or reliable;
• AI-generated content (including review response suggestions) will be appropriate, accurate, or suitable for any particular purpose; or
• Any defects in the Services will be corrected.

You acknowledge that AI-generated suggestions are recommendations only and that you are responsible for reviewing and approving all content before publication.

13. Indemnification

You agree to indemnify, defend, and hold harmless FoundHex Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: your use of the Services; your violation of these Terms; your violation of any applicable law, regulation, or third-party right; your messaging activities and any claims by End Consumers; and any content you submit, post, or transmit through the Services.

14. Term and Termination

14.1 Term

These Terms are effective upon your acceptance (by creating an account or using the Services) and continue until terminated by either party.

14.2 Termination by Client

You may cancel your subscription at any time through your account settings or by contacting support@repaxio.com. Cancellation is effective at the end of the current billing period. No refunds are provided for partial billing periods unless required by law.

14.3 Termination by Repaxio

We may suspend or terminate your account immediately if you breach these Terms (particularly messaging compliance obligations); if your account is used for fraudulent, illegal, or abusive purposes; if your payment is overdue by more than 30 days; or if required by law or a third-party platform policy (e.g., Meta/WhatsApp account restrictions).

14.4 Effect of Termination

Upon termination, your right to access the Services ceases immediately. We will retain your data for 90 days post-termination, during which you may request a data export. After 90 days, all data will be permanently deleted except as required by law. Sections that by their nature should survive termination will survive, including Sections 5.3, 6, 8, 11, 12, 13, 15, 16, and 17.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

15.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

15.4 Exception

Either party may seek injunctive or equitable relief in any court of competent jurisdiction for claims related to intellectual property infringement or unauthorized access to the Services.

16. SMS Messaging Terms

By opting in to receive SMS messages through a Repaxio-powered feedback form, QR code, or other mechanism, you agree to the following:

• You consent to receive SMS messages from the business whose opt-in form you completed, sent via the Repaxio platform
• Message frequency varies by business
• Message and data rates may apply. Contact your wireless carrier for details
• You may opt out at any time by replying STOP to any message
• You may get help by replying HELP to any message
• Consent to receive messages is not a condition of any purchase
• Carriers are not liable for delayed or undelivered messages
• For questions, contact FoundHex Inc. at support@repaxio.com

For full SMS messaging terms, see our SMS Messaging Terms page.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable DPA or Order Form, constitute the entire agreement between you and Repaxio regarding the Services and supersede all prior agreements and understandings.
• Amendments: We may modify these Terms at any time. Material changes will be communicated with at least 30 days' notice. Your continued use of the Services after the effective date of any changes constitutes acceptance.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, wars, terrorism, government actions, internet or telecommunications failures, or third-party service outages.
• Notices: Notices to Repaxio should be sent to support@repaxio.com. Notices to you will be sent to the email address associated with your account.

18. Contact Information

For questions about these Terms of Service: