Pingyou Inc. Corporate SaaS Subscription and Service Agreement


Last Updated: 01.06.2026

1. PARTIES

1.1. SERVICE PROVIDER ("PINGYOU INC."):

  • Name: pingyou Inc.

  • Address: 8080 Westpark Drive STE 70405 Houston, TX 77063

  • E-mail: support@pingyou.ai

1.2. CUSTOMER ("SUBSCRIBER"):

The Customer is a legal entity or a natural person having the status of a merchant who registers with the pingyou’s platform (Website or Application), purchases one of the service packages and approves this Agreement electronically. The Customer's billing and contact information shall be as declared during registration, and the accuracy of such declarations is the Customer's responsibility.

2. SUBJECT MATTER AND PURPOSE

The subject matter of this Agreement is to determine the rights and obligations of the Parties with respect to the Customer's use of the cloud-based software service developed by PINGYOU INC. (the "Service") for the purpose of managing messages received via Meta platforms (Instagram, Facebook, WhatsApp, etc.) and other digital messaging channels, generating AI-assisted response drafts, sending replies and improving the customer experience.

The Service is an "Assistive Automation and Decision Support Tool" enabling the analysis, by artificial intelligence (AI) algorithms, of messages (DMs), comments and story replies received on the Customer's social media accounts and the response thereto in accordance with the Customer's approval or the automation rules it has configured.

3. DEFINITIONS

  • Platform: the website, API, mobile application, dashboard and all digital interfaces through which PINGYOU INC. provides the Service.

  • AI Agent: the AI module configured by the Customer that analyzes the intent, sentiment and tone of voice of incoming messages.

  • Meta Data: content, comment and message data belonging to the Customer's account that is accessed via the Meta Graph API on Instagram and Facebook.

  • Abstracted Data: data sets that are not verbatim copies of messages but are anonymized, de-identified and derived through analysis of intent, topic and sentiment.

  • User Content: any data, text and material that the Customer processes, uploads or generates by using the Platform.

4. USE OF THE SERVICE AND COMPLIANCE WITH META PLATFORM RULES

4.1. Full Compliance with Meta Platform Policies

When using the PINGYOU INC. Service, the Customer agrees and undertakes to fully comply with the Meta (Facebook, Instagram, WhatsApp) Platform Terms, the Developer Policies and the Community Standards. PINGYOU INC. is strictly bound by Meta's API usage terms and reserves the right to immediately suspend the Service in the event of any breach of these rules by the Customer.

4.2. Prohibition of Data Replication, Surveillance and Profiling

PINGYOU INC. shall not copy, archive or store data obtained from the Meta platforms (DM content, user profiles, etc.) in a "replicable" manner. The Customer shall not use PINGYOU INC. to:

  • conduct surveillance on third parties;

  • build profiles of users (shadow profiling) without their consent;

  • use the obtained data outside the reasonable expectations of the data subject.

The Service performs only real-time analysis to understand the context and intent of incoming messages.

4.3. Platform Dependency and Changes

The provision of the Service is dependent on the continued availability of the Meta Graph API and Webhook services. PINGYOU INC. shall not be held liable in the event of changes to Meta's API policies, technical limitations, the closing of API access, or the suspension of the Customer's Meta account. Such interruptions shall not be deemed a "Service Defect" or "Defect" attributable to PINGYOU INC. and shall not entitle the Customer to any compensation.

4.4. Permission-Based Marketing and Anti-Spam

In any automated or manual replies that the Customer sends through PINGYOU INC., the Customer is obliged to comply with the spam rules of the relevant platform and with Turkish Law No. 6563 on the Regulation of Electronic Commerce. Promotional, harassing or misleading messages may not be sent without the express consent of the users.

5. ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGY AND DISCLAIMER

5.1. "As-Is" Provision and Assistive Tool Nature

The AI suggestions and analyses provided by PINGYOU INC. constitute a technology product operating with statistical and probabilistic methods. PINGYOU INC. does not warrant that the generated responses are 100% accurate, error-free, lawful or fully compliant with ethical standards. The Service is provided to the Customer on an "as-is" basis.

5.2. Mandatory Human-in-the-Loop

The final decision-maker and content provider is the Customer exclusively. The Customer is obliged to review, where necessary edit, or stop the automation in respect of AI-generated responses before they are sent to the end-user. PINGYOU INC. shall not be held liable for erroneous, misinterpreted, offensive or otherwise reputation-damaging responses generated by the AI ("AI Hallucinations").

6. PROTECTION OF PERSONAL DATA AND PRIVACY (PDPL)

6.1. Status of the Parties

Pursuant to Turkish Law No. 6698 on the Protection of Personal Data (the "PDPL"), the Customer acts as the "Data Controller" with respect to the data of its own customers (end-users), and PINGYOU INC. acts as the "Data Processor" that analyzes such data on the Customer's instructions.

6.2. Data Processing Limits and Principles

PINGYOU INC. processes the data on the Customer's Instagram/Meta account in accordance with the following principles:

  • No Verbatim Copying: DM history is not written to a permanent database in raw format.

  • Purpose Limitation: data is used solely for response generation, intent analysis and tone detection.

  • No Cross-Platform Matching: PINGYOU INC. does not automatically match the identity of an Instagram user with the Customer's user data on other platforms (e.g., Shopify) and does not perform cross-platform tracking.

6.3. Data Security

PINGYOU INC. implements industry-standard technical and organizational measures (SSL encryption, access logs, firewalls) to ensure the security of the data it processes.

6.4. Data Processing Agreement (DPA)

The details of the data processing activities between the Parties are subject to the provisions of the "Data Processing Agreement (DPA)" published on the website, which forms an integral part of this Agreement. By approving this Agreement, the Customer is also deemed to have accepted the provisions of the DPA.

7. CONFIDENTIALITY

The Parties undertake to treat all commercial, technical, legal and financial information they learn about each other within the scope of this Agreement as "Confidential Information" and not to share such information with third parties without the written consent of the other Party. Information sharing under confidentiality agreements with subcontractors (such as hosting providers) with whom PINGYOU INC. cooperates to provide the Service constitutes an exception to this clause.

8. SUBSCRIPTION, FEES AND PAYMENT

8.1. Service Fee and Package Selection

The service fee payable by the Customer shall be determined based on the subscription package, number of users, message quota and additional features selected by the Customer through the Platform. The applicable fee is the amount approved by the Customer on the payment screen and/or set out in the "Order Form" or "Quotation Form" provided to the Customer. The Customer represents that it has seen and accepted the current fee for the package it has selected on the "Pricing" page of the Platform or in the quotation transmitted to it.

8.2. Subscription Model and Renewal

The Service is provided on a monthly or annual subscription basis depending on the selected package. Upon expiry of the subscription term, unless the Customer requests cancellation through the dashboard, the subscription shall automatically renew for the same term at the list prices applicable on that date.

8.3. Payment and Price Changes

Payments shall be collected in advance by credit card through the licensed payment institutions with which PINGYOU INC. has agreements (Iyzico, Stripe, etc.). PINGYOU INC. reserves the right to change the service fees. Price increases shall not affect the current subscription term but shall apply from the next renewal term. PINGYOU INC. shall notify the Customer of price increases reasonably in advance (by e-mail or in-platform notice).

8.4. Cancellation and Refund Policy

  • Cancellation: the Customer may cancel its subscription at any time through the dashboard. The cancellation takes effect at the end of the current billing period and the use of the Service continues until that date.

  • Refund: due to the digital nature of the Service and its instantaneous performance, no right of withdrawal applies under the Distance Contracts Regulation. No fee refund is provided for periods of use or credits already consumed.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. PINGYOU INC.’s Rights

All intellectual and industrial property rights in the source code, algorithms, interface design, "pingyou" trademark, abstracted data models (intent models) generated and the know-how of the Platform belong exclusively to PINGYOU INC.. The Customer may not reverse engineer the system, copy the source code or create derivative works.

9.2. Customer's Rights

Ownership of the data and content uploaded by the Customer to the Platform belongs to the Customer. The Customer hereby grants PINGYOU INC. a limited, worldwide license to use such data solely for the purpose of providing and improving the Service (anonymized statistical analyses).

10. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, PINGYOU INC. shall not be held liable for loss of profits, loss of data, loss of reputation or indirect damages. PINGYOU INC.’s total financial liability for any and all claims arising under this Agreement shall be limited to the total service fees paid by the Customer to PINGYOU INC. during the three (3) months immediately preceding the date on which the event giving rise to the claim occurred.

11. FORCE MAJEURE

Events beyond the control of the Parties such as natural disasters, fire, strikes, war, civil unrest, cyber-attacks, general disruptions of the internet infrastructure, malfunctions of Meta/Facebook servers or API access blocks shall be deemed "Force Majeure". The Parties shall not be held liable for non-performance of their obligations during the continuance of a Force Majeure event.

12. TERMINATION

12.1. Termination for Cause

In the event one of the Parties breaches the provisions of the Agreement and fails to remedy such breach within seven (7) days following the other Party's written notice, the other Party may immediately terminate the Agreement.

12.2. Termination by PINGYOU INC.

PINGYOU INC. shall have the right to unilaterally and without compensation terminate the Agreement in the following circumstances:

  • breach by the Customer of the Meta Platform Rules (e.g., spamming, sharing prohibited content);

  • failure to perform payment obligations;

  • engagement in activities that threaten the security of PINGYOU INC.’s systems.

13. MISCELLANEOUS

13.1. Assignment: the Customer may not assign its rights and obligations under this Agreement to any third party without the written consent of PINGYOU INC..

13.2. Service of Notice: notices delivered to the e-mail addresses declared by the Parties at the time of registration shall constitute legally valid service of notice.

13.3. Evidentiary Agreement: the Parties agree that, in any disputes that may arise out of this Agreement, PINGYOU INC.’s commercial books, records and electronic logs (database records, access logs, etc.) shall constitute valid, binding and conclusive evidence pursuant to Article 193 of the Turkish Code of Civil Procedure.

14. GOVERNING LAW, JURISDICTION AND ENTRY INTO FORCE

This Agreement shall enter into force on the date it is approved by the Customer in electronic form. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Türkiye. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Istanbul (Çağlayan) Courts and Execution Offices of the Republic of Türkiye.

SERVICE PROVIDER: pingyou Inc.

CUSTOMER: The User who approves electronically

DATE OF APPROVAL: Electronic Transaction Date (as recorded in the log records)