Terms Of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ASHA, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND Asha LLC AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “Asha,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH Asha RELATED TO THE PLATFORM.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM AND/OR CREATE A PLATFORM ACCOUNT, AND/OR USE OR ACCESS THE PLATFORM. YOU SHALL BE DEEMED TO HAVE ACCEPTED AND CONSENTED TO THESE TERMS IF YOU DO ANY ONE OR MORE OF THE FOREGOING ACTS. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

Asha reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

Asha is only providing the Platform for your business use without any promise of exclusivity. Asha’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not Asha’s employees, contractors, or representatives. Asha is not responsible for any interactions between you and your customers, other than providing access to the Platform. Asha is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of the Platform.

Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if You are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.

Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, you are the owner of the Platform Account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the Platform Account. If you accept these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these terms. In the event of a dispute regarding the ownership of a Platform Account, Asha reserves the right to request documentation to determine the rightful owner. Asha is not obligated to act as an arbiter or adjudicator of such disputes. Our determination, made in our sole discretion, will be final and binding on all parties. In resolving an ownership dispute, Asha may consider, without limitation, the following factors: (a) The identity of the individual or entity that has consistently paid the Fees for the Platform Account via the credit card or other payment method on file; (b) The identity of the individual who created the Platform Account; (c) Verifiable, government-issued documentation demonstrating ownership of the underlying business entity associated with the Platform Account (e.g., articles of incorporation, business license, partnership agreement); (d) a court order or other binding legal settlement agreement; and (e) Any other documentation or evidence Asha deems relevant to the dispute. Asha reserves the right to disregard any documentation it believes, in its sole discretion, to be fraudulent, tampered with, or otherwise unreliable. If a rightful owner cannot be reasonably determined by Asha, or if the disputing parties fail to provide a resolution, Asha reserves the right to suspend or terminate the Platform Account until the parties have reached a mutual written agreement or a court of competent jurisdiction has issued an order resolving the dispute. You agree to defend, indemnify, and hold Asha harmless from any and all claims, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Asha’s resolution of any ownership dispute. By agreeing to these Terms, you waive any claims against Asha arising from our management of your Platform Account and our resolution of any ownership disputes.

Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. Asha reserves the right to monitor the use of the Platform by you and your customers. If Asha determines, in its sole discretion, that a Sub-Account is engaging in suspicious activity, violating applicable law, or is otherwise in breach of these Terms, Asha may request that you suspend or terminate the Sub-Account’s access to the Platform. You agree to promptly comply with any such request. Failure to do so may result in the suspension or termination of your Platform Account. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will ensure that your employees with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms; (vi) You own or control all rights in and to all content you provide to Asha, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider; and (viii) You will not give access to the Platform or Services to a direct Competitor of Asha, (ix) You will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) You will not remove any proprietary notices or labels

Compliance. You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Utah Consumer Privacy Act (UCPA), Connecticut Data Privacy Act (CTDPA), PCI DSS, Gramm-Leach-Bliley Act, all tax laws, regulations, and obligations, applicable accessibility laws and standard, including ensuring websites, applications, and communications created using the Platform meet relevant accessibility requirements for your jurisdiction and customer base, and other similar laws and regulations, whether currently in effect or enacted in the future. You are solely responsible for determining, calculating, collecting, reporting, and remitting all taxes applicable to your business operations and customer transactions. Asha provides technology tools only and is not engaged in providing tax, accounting, or professional services advice. Asha is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to the laws and regulations listed above, tax laws, sales tax regulations, VAT/GST requirements, and other similar laws and regulations.

Privacy. You agree that Asha has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform.

Data Subject Rights Management. You are solely responsible for managing and responding to all data subject rights requests from your customer and end users, including but not limited to requests for access, deletion, correction, portability, restriction of processing, and objection to processing of personal data. You must establish and maintain appropriate procedures to receive, document, respond to, and fulfill such requests within the timeframes required by applicable privacy laws. If Asha receives any data subject rights requests directly from your customers or end users, Asha may direct such requests to you, and you shall promptly respond to and fulfill such requests in accordance with applicable law. You shall indemnify and hold Asha harmless from any claims, damages, or liabilities arising from your failure to properly respond to or fulfill data subject rights requests.

Data Breach Notification. You are solely responsible for complying with all applicable data breach notification laws and regulations. In the event you discover or are notified by Asha of a security incident affecting personal data processed through the Platform, you shall: (a) promptly investigate the incident and take appropriate remedial measures; (b) determine if the incident triggers any notification obligations under applicable laws; (c) make all legally required notifications to affected individuals, regulatory authorities, and other required parties within the timeframes specified by applicable laws; (d) bear all costs associated with such notifications and remedial measures; and (e) promptly inform Asha of any notifications made to regulatory authorities or affected individuals. Asha reserves the right, but has no obligation, to review and approve the content of your notifications prior to their distribution. Nothing in this section shall be construed to limit Asha's own obligations to notify you of security incidents for which Asha is directly responsible

Data Retention and Deletion. You are solely responsible for establishing and implementing appropriate data retention periods and deletion procedures for personal data processed through the Platform, in compliance with all applicable privacy laws and regulations. You shall not retain personal data for longer than necessary to fulfill the purposes for which it was collected, or as required by applicable laws. Upon termination of your Platform Account or upon request from your customers or end users in accordance with their data subject rights, you shall ensure the timely deletion or anonymization of personal data as required by applicable laws.

Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify Asha immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. Asha reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Asha’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. In addition to maintaining the confidentiality of your Login Credentials, you are responsible for implementing all recommended security protocols and best practices provided or made available by Asha, including but not limited to, enabling two-factor authentication (2FA) for your Platform Account and all associated user accounts. Asha shall not be liable for any damages, losses, or liabilities arising from or related to any security breach, data compromise, or unauthorized access to your Platform Account that results from your failure, or the failure of your users, to implement such recommended security measures. You give consent to Asha to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

Use of Communication Services. The Platform may include certain communications features such as RCS, SMS, MMS, email, voice call capabilities and other methods. Separate Communication Surcharges for these services may apply and will be charged to your invoice. Upon cancellation or termination of your Platform Account, all phone numbers procured through the Platform on your behalf will be released within fourteen (14) days. Notwithstanding the foregoing, if your customer ported an external phone number to the Platform for use in their Sub-Account, that number is the property of the Sub-Account owner. You hereby authorize Asha to release such ported phone numbers to the applicable Sub-Account owner upon their request following the cancellation or termination of your Platform Account.

Platform Provider Role. You acknowledge and agree that Asha is a technology platform and communications service provider only. Asha provides the software infrastructure that enables you to send communications, but Asha does not initiate, create, send, or control the content, timing, or recipients of any communications. All communications sent using the Platform are created and initiated solely by you and/or your customers. You, and not Asha, will be deemed the “seller,” “telemarketer,” “advertiser,” or “sender” of all communications for all legal and regulatory purposes.

Your Telecommunications Compliance Obligations. You are exclusively responsible for all communications sent using the Platform and for compliance with all applicable federal, state, and international laws governing marketing, advertising, or communications, as amended from time to time. This includes, but is not limited to:

The Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and its implementing regulations;

The Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310;

The CAN-SPAM Act of 2003;

All federal and state laws and regulations related to do-not-call registries;

All state-specific telemarketing laws, including but not limited to those requiring registration, licensing, or bonding of telemarketers (such as Texas Business & Commerce Code Ch. 302, as amended, and similar mini-TCPA laws in other jurisdictions).

Carrier or telecommunications provider rules, including but not limited to 10DLC registration and use requirements.

International laws and regulations governing marketing and electronic communications, including but not limited to the EU’s General Data Protection Regulation (GDPR) and Canada’s Anti-Spam Legislation (CASL).

You represent and warrant that you have obtained all necessary consents, permissions, and authorizations from recipients before contacting them using the Platform. You further warrant that you will not use the Platform to contact any individual who has not provided the requisite level of consent under applicable law. You also represent and warrant that you have determined whether you are required to register, license, or post a bond under any applicable telemarketing, marketing, or advertising law, and that you have satisfied all such obligations prior to sending communications using the Platform. You covenant to maintain such compliance throughout the term of this Agreement. You are solely responsible for maintaining accurate and complete records of such consent and compliance. These obligations survive termination or expiration of this Agreement.

You acknowledge and agree that you are solely responsible for the content of all communications sent through the Platform, including any claims relating to false, misleading, or deceptive advertising, privacy or data protection violations, or other unlawful conduct. Asha disclaims all liability for the content or legality of communications transmitted through the Platform.

You acknowledge that any compliance-related features provided within the Platform are offered solely for your convenience. Their provision does not constitute legal advice, and their use does not guarantee compliance with any law. You agree that you are solely responsible for configuring and using such features correctly.

Platform Updates. Asha reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on Asha’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. Asha makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. You agree to comply with all economic sanctions and export control laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Control Laws”). By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software or technology that supports the Platform or your content, or the Platform Content violating any such Export Control Laws. Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform, or your content, or Platform Content may not be exported, transferred, or released, or provide access (a) into any U.S. embargoed countries (including, without limitation Cuba, Iran, North Korea, Syria and the Crimea, Donetsk, and Luhansk regions, Russia and Belarus (a “Prohibited Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party lists.

You represent, warrant and covenant that (i) You are not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in Clause (i) or (ii) and are not Military End Users and will not put Asha or the Platform to a Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not permit your users to access or use the Platform and/or Service or provide any services to any person(s) in violation of any Export Control Laws, (iv) no user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Users are located. You further agree that You will not use the Platform and/or Services to disclose, transfer, download, export or re-export, directly or indirectly, any of your user data or your content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the Platform and/or Service and other software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account that we determine to be a prohibited end-user or engaging in prohibited end-use, without any liability to such user.

Artificial Intelligence Acceptable Use policy: Before using Artificial Intelligence (“AI”) features of the Platform, you must ensure that you are in a jurisdiction that allows AI usage.

3. Payment and Taxes

Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your and your customers’ Fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based or subscription-based Fees offered by Asha as incurred by you and your customers. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan until cancelled.

By agreeing to these terms, you acknowledge that your subscription will automatically renew and your payment method will be charged the then-current rates without further authorization from You.

Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-cancelled for non-payment in Asha’s sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges , You must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Asha determinations regarding your obligation to pay invoiced Fees and charges are final.

13. Term and Termination.

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

Grounds for Termination. You agree that Asha, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. Asha reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.

No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Following the termination or cancellation of your Platform Account, Asha will retain any data associated with your account for a period of ninety (90) days. During this period, you may have the option to reactivate your account to regain access to your data. After this ninety (90) day period, Asha reserves the right, in its sole discretion, to permanently delete all of your data from our systems. This process is irreversible, and Asha will not be liable for any loss of data or any other damages resulting from such deletion. Asha is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

No Termination by Third Party Users. Asha has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than Asha must contact the party who originally provided access to the Platform for any inquiries related to termination.

Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.