Terms of Service

1. The service

Chirply is a hosted platform for managing contacts, calls, messages, email, invoices, and advertising. We may add, change, or remove features over time. We will not materially reduce core functionality of a paid plan during a term without notice.

2. Accounts

You must provide accurate registration details and keep your credentials secure. You are responsible for everything done under your account, including by your team members. Tell us promptly at support@chirply.io if you suspect unauthorized access.

3. Accounts provided by a reseller or white-label partner

Some Chirply accounts are not opened with us directly. They are created, priced, billed, and managed by an independent Reseller Partner or White-Label Partner. If someone other than Chirply sold you your account, set it up for you, or is the party you pay, this section applies to you and you should read it carefully before you rely on the account for anything important.

Partners do not represent Chirply. Every partner is an independent business. They are not our agent, employee, franchisee, or representative, and they have no authority to make commitments, promises, guarantees, or contracts on behalf of Vaughn Labs or Chirply. Anything a partner has told you about pricing, features, uptime, support, roadmap, or refunds is their statement alone, and binds only them.

The partner controls the account. An account issued by a partner belongs to that partner, not to you. They can access it, change its plan and settings, restrict it, transfer it, suspend it, or delete it at any time, and we act on their instructions as the account holder. You can lose access at any time by their decision alone, potentially without advance notice from us.

If the partner leaves or is removed, your account stops working. A partner may end their participation in the program at any time, and we may suspend or terminate a partner for non-payment or for breaching these terms — including the pricing and advertising rules in section 8. In every one of those cases, all accounts that partner has issued are suspended at the same time and become inaccessible. This is a consequence of the partner’s status, not a judgment about you, and we may have no way to warn you in advance.

You can continue directly with us. If your partner-issued account is suspended for any of the reasons above, you are welcome to open an account with Chirply directly at our then-current published pricing. We will make reasonable efforts to make the data in a suspended account available for transfer to a direct account you control, but we cannot guarantee that data, phone numbers, connected provider accounts, domains, or configuration can be carried over, and some of them belong to the partner rather than to you.

We never receive your payment, so we cannot refund it. If your account came from a partner, you pay that partner under their agreement with you, and the charge appears under their business name, not ours — even if they sell openly under the Chirply brand, which partners are permitted to do. No part of that money is paid to or received by Vaughn Labs. We are therefore unable to issue refunds, credits, or chargebacks on it under any circumstances, including when an account is suspended because of something the partner did. Billing questions, cancellations, and refund requests go to your partner. (See also section 7 — Chirply fees are non-refundable in any case.)

You are bound by more than one agreement. Your use of the software is governed by these terms, and separately by the terms of every partner in your chain — a white-label partner may itself be supplied by a reseller, and each has its own contract with you. Where a partner’s terms purport to grant you rights against us that these terms do not give, these terms control as between you and us, and no partner can grant rights it does not hold.

4. Your data

You keep ownership of everything you upload or generate. You grant us only the licence needed to host, process, and transmit it in order to operate the service on your behalf. Our handling of personal information is described in the Privacy Policy.

You are responsible for having a lawful basis to contact the people in your account, for honoring opt-outs, and for complying with the laws that apply to your outreach — including TCPA, CAN-SPAM, CASL, GDPR, and any local equivalents.

5. Connected platforms

Chirply integrates with third-party services such as Meta (Facebook and Instagram), Twilio, Mailgun, and Stripe. When you connect one, you authorize us to access it on your behalf for the features you enable, and you agree to that provider’s own terms and policies in addition to these.

Those providers control their own APIs. If a provider changes, restricts, or revokes access, the affected features may stop working. We will make reasonable efforts to adapt but cannot guarantee continued availability of any third-party integration.

6. Acceptable use

You may not use Chirply to:

• Send unsolicited bulk messages, spam, or unlawful marketing.
• Harass, defraud, or impersonate anyone, or transmit malware.
• Violate a third party’s intellectual property or privacy rights.
• Scrape, resell, or redistribute data obtained through a connected platform in breach of that platform’s terms.
• Circumvent rate limits, security controls, or workspace isolation.

We may suspend an account that puts the platform, our providers, or other customers at risk, and will tell you why when we do.

7. Fees and refunds

Paid plans bill in advance on a recurring basis through Stripe. You may cancel at any time; cancellation takes effect at the end of the current billing period and you keep access until then. Usage-based charges from providers you connect with your own credentials are billed to you by that provider, not by us.

All fees paid to Chirply are non-refundable, for any reason. We do not issue refunds, credits, or pro-rated amounts — not for unused time or capacity, not for cancelling mid-period, not for changing your mind, not for accounts suspended or terminated for breach of these terms, and not for partner accounts cut off under section 3 or section 8. Cancel before your next renewal if you do not want to be billed again. The only exception is a refund that a non-waivable law requires us to make, which we will honor.

If your account was provisioned by a reseller or white-label partner, you do not pay Chirply at all and there is nothing for us to refund — see section 3.

8. Reseller and white-label partner program

This section applies to you if you hold a Reseller Partner or White-Label Partner entitlement and issue Chirply-powered accounts to your own customers. It is in addition to the rest of these terms, and it exists to keep the program worth being in: we want partners earning a real margin, and that only holds if nobody is allowed to start a race to the bottom on price.

You are independent. You are not our agent, employee, franchisee, or representative, and you must not describe yourself as one or imply that you speak for Vaughn Labs or Chirply. You have no authority to bind us, to offer warranties, service levels, or refunds on our behalf, or to make any commitment about the product beyond what we publish.

You own the customer relationship. You set your own prices (subject to the pricing rules below), you bill your customers, you provide their first-line support, and you are responsible for their conduct and compliance on the platform as if it were your own. You must have your own written terms with every customer, and those terms must be consistent with these and must make clear to the customer what section 3 says: that their account is controlled by you and stops working if you leave the program or are removed from it.

Minimum Advertised Price (MAP). The MAP for any Chirply-powered account you offer is the then-current published retail price of the equivalent Chirply plan on our pricing page. You may not publicly advertise, promote, list, or announce an offer at an effective price below MAP. “Publicly” means any communication that is not a one-to-one conversation with an individual prospect or client — including websites, landing pages, funnels, paid ads, social posts, organic content, webinars and live streams, email broadcasts, SMS broadcasts, Messenger or DM broadcasts, group and community posts, marketplaces, deal and coupon sites, lifetime or one-time-fee offers, and copy you supply to affiliates. Discount stacking, bundling, bonuses, extended free periods, and free seats that produce a below-MAP effective price are treated as below-MAP advertising.

You may sell under the Chirply brand. While your participation is in good standing, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Chirply name, logo, screenshots, and published marketing materials to promote and sell the accounts you resell. You may say plainly that you are selling Chirply — you are, and we would rather you said so than tiptoed around it. You are not required to use our brand: a White-Label Partner selling under its own brand is equally welcome to leave our name off entirely, or to name Chirply as the platform underneath. Sub-licensing our marks to anyone else, altering our logo, and registering domains, handles, or trademarks that read as official Chirply properties are not part of that licence, and the licence ends when your participation does.

Do not misrepresent us, and do not spam under our name. When you carry our brand, what you send lands on our reputation, so the licence above is conditional on three things. Do not misstate what the product does, what it costs, what it is certified for, or what we guarantee, and do not present yourself as Chirply itself, as an official or exclusive representative, or as speaking for us. Do not disparage, slander, or otherwise deliberately damage Chirply or Vaughn Labs. And do not send unsolicited bulk marketing under our brand — no purchased or scraped lists, no unconsented email, SMS, or DM blasts, no deceptive subject lines or sender identities. A spam complaint, carrier block, or platform takedown traced to marketing that carries our name is treated as a breach of these terms. We may require you to correct or take down any material that uses our brand.

Your billing must be in your own name. You are the merchant of record for your customers. The line items on your invoices and checkout pages, and the descriptor that appears on your customers’ card and bank statements, must identify your business — never “Chirply,” “Vaughn Labs,” or anything a customer could mistake for them. A customer must never see a charge that looks as though the money went to us when it went to you. You may market the product as Chirply; you may not bill as Chirply.

Enforcement. Breaching the pricing, brand, conduct, or billing rules above is a material breach. We may terminate your participation in the partner program immediately, without notice and without refund, and we may require you to take the offending material down. We may also suspend or terminate you for non-payment of your own subscription. In any of those cases every account you have issued is suspended and becomes inaccessible to your customers, and those customers may open accounts directly with us. Deliberate or repeated violations may result in a permanent ban from the program.

Leaving. You may leave the partner program at any time. If you do, the same thing happens: the accounts you issued are suspended. Tell your customers before you go — you are the only one in a position to.

We may change the program, its pricing rules, or MAP levels on notice to partners, and we may decline or discontinue any partner at our discretion.

9. Availability

We aim for high availability but the service is provided without an uptime guarantee unless a separate written agreement says otherwise. Maintenance, provider outages, and factors outside our control can cause interruptions.

10. Termination

You may close your account at any time. We may terminate for material breach, non-payment, or unlawful use. On termination we stop processing and delete or anonymize your data on the schedule in the Privacy Policy. Export your data before you close the account.

11. Disclaimers

The service is provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Our total aggregate liability arising out of or relating to these terms will not exceed the amount you paid us in the twelve months preceding the claim.

13. Changes

We may update these terms. Material changes will be announced in-app or by email before they take effect. Continuing to use Chirply after that means you accept the revised terms.

14. Governing law

These terms are governed by the laws of the State of Indiana, USA, without regard to conflict-of-law rules, and the state and federal courts located there have exclusive jurisdiction.

15. Contact

Vaughn Labs — support@chirply.io