Legal Agreement for the Use of Wattais NeuroFlow and Related Services
These Terms and Conditions (the "Agreement", "Terms") constitute a legally binding contract between you, whether personally or on behalf of an entity ("Client", "you", "your"), and Wattais S.A., a sociedad anónima duly incorporated under the laws of the Republic of Costa Rica, with its registered office in San José, Costa Rica ("Wattais", "we", "our", "us", the "Company").
By accessing, browsing, or otherwise using the Wattais website located at wattais.com, the NeuroFlow platform, any associated applications, APIs, dashboards, or any related services offered by Wattais (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by all of the provisions of these Terms. If you do not agree with any portion of these Terms, you must immediately cease all use of the Services and may not access or use any portion of the platform.
Your continued use of the Services following the posting of changes or modifications to these Terms will constitute your acceptance of such revised Terms. You agree that Wattais may provide notices, disclosures, and other communications regarding these Terms electronically, including via email to the address associated with your account or by posting such notices on the wattais.com website.
Important: These Terms contain a binding arbitration clause (Section 19) and a class action waiver that affect your rights. Please review them carefully.
Wattais provides NeuroFlow, an artificial-intelligence-powered sales automation platform designed to identify, engage, and qualify prospective customers through multi-channel outbound communications. The NeuroFlow architecture comprises five (5) coordinated AI modules (collectively, the "5 Neurons"), each performing a distinct function in the sales pipeline:
The Services may be delivered as a licensed software product (the "OWN IT" plan) or as a managed service operated by Wattais personnel (the "WE RUN IT" plan), each as further described in Section 5.
By using the Services, you represent and warrant that:
Wattais may, in its sole discretion, refuse to provide the Services to any person or entity and may change its eligibility criteria at any time.
To access the Services, you must register for an account. During registration you agree to:
api@minimax.io of any unauthorized use of your account or any other breach of security.As part of our basic Know-Your-Customer (KYC) onboarding, Wattais may require you to provide documentation verifying your identity and the identity of any ultimate beneficial owners holding 25% or more of the entity. Acceptable documentation may include a government-issued photo identification, certificate of incorporation or equivalent registration document, articles of association, recent utility bill or bank statement reflecting the registered address, and tax registration certificates. Wattais reserves the right to perform additional diligence, including sanctions screening, adverse media screening, and politically exposed person (PEP) checks, where required by applicable law or by our internal risk policies.
Failure to complete KYC within fifteen (15) days of registration may result in suspension or termination of your account. Wattais processes personal data collected during KYC in accordance with our Privacy Policy and applicable data protection laws.
Wattais offers the Services under two principal commercial models. Pricing is denominated in United States Dollars (USD) unless otherwise stated.
| Plan | Setup Fee | Ongoing Fee | Includes |
|---|---|---|---|
| OWN IT | $5,000 (one-time) | None | Perpetual license to NeuroFlow software, source-available templates, documentation, and 12 months of standard support. |
| WE RUN IT | $5,000 (one-time) | $1,000 / month | Setup plus ongoing managed operation of NeuroFlow by Wattais personnel, including monitoring, optimization, deliverability management, and dedicated success engineering. |
Disclaimer Regarding Prices: All prices, fees, and rates stated herein are subject to change at any time without prior notice. Prices may be modified to reflect changes in third-party costs, regulatory requirements, market conditions, or new feature offerings. Continued use of the Services after a price change constitutes acceptance of the revised pricing. Existing Clients on a paid plan will receive at least thirty (30) days' notice before any price change applies to their account, except where change is mandated by law or third-party provider pricing changes.
Payment Terms. Unless otherwise agreed in writing:
Wattais stands behind the quality of its Services. The following refund policy applies to all plans purchased directly from Wattais.
Six-Week Satisfaction Window. If you request a refund within six (6) weeks (forty-two calendar days) of your initial setup completion date, we will refund the amount received, subject to the mechanics described below. After the six-week window has elapsed, fees are non-refundable except where required by mandatory consumer protection law in your jurisdiction.
Refund Mechanics by Payment Method: Refund mechanics depend on payment method. Bank/wire transfers receive the full amount received. Credit card payments via Stripe may incur non-refundable processor fees (typically ~3%) which are deducted from the refund amount. For example: a $5,000 setup fee paid by credit card would result in a refund of approximately $4,850 after the Stripe processor fee deduction. Wire transfers incur no processor fee and are refunded in full to the originating account. Refunds are processed within ten (10) business days of approval. Currency conversion differences, if any, are the Client's responsibility.
How to Request. Refund requests must be submitted in writing to api@minimax.io from the email address associated with your account, including the account name, date of purchase, payment method, and reason for the request. Wattais may require return or destruction of any licensed software, documentation, or deliverables before processing a refund.
Exceptions. The refund right does not apply to: (a) custom development work, integrations, or data migration services performed at the Client's request; (b) third-party costs passed through to the Client (e.g., SMS delivery fees, premium data enrichment); (c) accounts suspended or terminated for cause under Section 18; (d) WE RUN IT plan monthly recurring fees for any billing cycle that has already commenced.
Consumer Rights. Notwithstanding the foregoing, where you are a "consumer" under applicable law (including the European Union Consumer Rights Directive 2011/83/EU or analogous LATAM consumer protection statutes), nothing in these Terms limits any mandatory right of withdrawal or refund you may have under such law.
Wattais uses third-party artificial intelligence infrastructure to power the NeuroFlow platform. Transparency regarding this relationship is essential.
NeuroFlow uses MiniMax (minimax.io) as our AI infrastructure provider. By using NeuroFlow, you acknowledge that:
minimax.io terms and privacy policy);Data Minimization. Where reasonably possible, Wattais configures NeuroFlow to redact or minimize the transmission of personally identifiable information (PII) and confidential content to our AI providers. However, you acknowledge that complete elimination of PII transmission may not be technically feasible for certain features (for example, when generating personalized outreach that must reference a recipient's name, title, or company).
No Confidential Information Without Authorization. You agree not to submit to the Services any material that you are prohibited from sharing with third-party processors, or any trade secret, protected health information (PHI), or government-classified information, unless you have first executed a separate written agreement with Wattais addressing such submissions.
Client Data. You retain all right, title, and interest in and to the data you upload, submit, or otherwise provide to the Services, including prospect lists, contact information, conversation transcripts, CRM records, and any custom content you create ("Client Data"). You grant Wattais a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Client Data solely as necessary to provide and improve the Services for you.
Operational Data. Wattais retains all right, title, and interest in and to (a) aggregated, anonymized, or de-identified usage statistics, performance metrics, and benchmarks derived from use of the Services ("Operational Data"); (b) the underlying software, models, algorithms, and systems that constitute NeuroFlow; and (c) any feedback, suggestions, or ideas you provide regarding the Services, which you hereby assign to Wattais.
Data Portability and Deletion. Upon termination of this Agreement, or upon written request, Wattais will make Client Data available for export in a commonly used machine-readable format (such as CSV or JSON) for thirty (30) days, after which Client Data will be deleted from production systems and permanently destroyed within ninety (90) days, except where retention is required by law or contained in our standard backup rotation, in which case it will be securely isolated and protected from further processing.
Each party (the "Receiving Party") acknowledges that it may receive information from the other party (the "Disclosing Party") that is confidential or proprietary in nature ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial information, customer lists, prospect data, pricing, source code, technical specifications, AI model configurations, security procedures, and any information marked or reasonably understood to be confidential.
The Receiving Party agrees to: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.
This mutual non-disclosure obligation survives termination of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets continue for so long as the information remains a trade secret under applicable law. This Section 9 constitutes a mutual non-disclosure agreement (NDA) between the parties.
Wattais IP. As between the parties, Wattais exclusively owns all right, title, and interest in and to the NeuroFlow platform, the 5 Neurons architecture, the software, algorithms, models, user interfaces, graphics, logos, trademarks (including "Wattais" and "NeuroFlow"), trade dress, and any derivative works, improvements, or modifications thereof, including all intellectual property rights therein. No license is granted to you except as expressly stated in these Terms.
Client Outputs. Subject to payment of all fees, Wattais assigns to you all right, title, and interest in the specific deliverables produced by the Services for your account (e.g., generated outreach sequences, response analyses, prospect scoring outputs), excluding any Wattais IP incorporated therein. Wattais grants you a perpetual, royalty-free license to use any Wattais IP so incorporated solely as embedded in your deliverables.
Feedback. If you provide suggestions, ideas, or recommendations regarding the Services ("Feedback"), Wattais may use such Feedback without restriction or compensation to you.
Trademark Use. You may not use the Wattais or NeuroFlow name, logo, or trademarks without our prior written consent, except for factual references (e.g., "we use NeuroFlow by Wattais") in your marketing materials.
You agree not to use, or permit any third party to use, the Services to:
Wattais may, at its sole discretion, investigate any suspected violation and may suspend or terminate your account with or without prior notice.
Wattais operates the Services in compliance with applicable privacy, communications, and consumer protection laws, including:
We do not guarantee inbox placement. Email and message deliverability depends on recipient mail servers, ISP filtering algorithms, spam-folder heuristics, recipient engagement history, domain reputation, authentication records (SPF, DKIM, DMARC), content characteristics, and numerous other third-party factors outside our reasonable control. While Wattais employs commercially reasonable deliverability practices — including domain warm-up, IP rotation, authentication, list hygiene, and content optimization — Wattais does not warrant that any message will reach the primary inbox, will not be marked as spam, or will be opened or read by any particular recipient.
You acknowledge that deliverability metrics reported by the Services (open rates, reply rates, bounce rates) are approximations derived from industry-standard tracking methods, which have inherent limitations (e.g., Apple Mail Privacy Protection, image-blocking, bot filtering). Such metrics should not be relied upon as definitive measures of campaign success.
Target Uptime. Wattais commits to maintain at least 99.5% monthly uptime for the NeuroFlow production environment, excluding Scheduled Maintenance, Force Majeure, and Client-Side Issues (defined below).
Scheduled Maintenance. Routine maintenance will be performed during off-peak hours (typically between 02:00 and 06:00 UTC on Sundays) with at least forty-eight (48) hours' advance notice via email and in-app banner. Emergency maintenance may be performed without notice when necessary to address critical security or stability issues.
Service Credits. If monthly uptime falls below 99.5%, you may be eligible for a service credit applied to your next invoice, calculated as follows:
To claim a credit, you must submit a written request to api@minimax.io within fifteen (15) days of the end of the affected month. Credits are the sole and exclusive remedy for failure to meet the SLA, except in cases of repeated or material breach where you may terminate this Agreement for cause under Section 18.
Exclusions. "Uptime" excludes downtime resulting from: (a) Scheduled Maintenance; (b) Force Majeure events (Section 19); (c) acts or omissions of you, your users, or third-party services you integrate (e.g., your CRM, email provider, DNS host); (d) network or device issues on your side; (e) suspensions pursuant to Section 11 violations; and (f) any downtime lasting less than five (5) consecutive minutes ("de minimis downtime").
Cap on Liability. To the maximum extent permitted by applicable law, in no event shall Wattais' aggregate liability arising out of or related to this Agreement exceed the total amount actually paid by you to Wattais under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect Damages. In no event shall either party be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for lost profits, lost revenue, lost business, lost data, business interruption, or cost of substitute services, even if advised of the possibility of such damages and regardless of the theory of liability (contract, tort, strict liability, or otherwise).
Exceptions. The limitations in this Section 15 do not apply to: (a) your payment obligations; (b) breach of confidentiality obligations under Section 9; (c) infringement of the other party's intellectual property rights; (d) indemnification obligations under Section 16; (e) gross negligence, willful misconduct, or fraud; or (f) any liability that cannot be limited or excluded under applicable law.
By You. You agree to indemnify, defend, and hold harmless Wattais and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; (d) the content of messages you send through the Services; or (e) any claim that your use of Client Data or your business practices violate privacy, anti-spam, or consumer protection law.
By Wattais. Wattais agrees to indemnify, defend, and hold harmless you from and against any third-party claim alleging that the Services, as provided by Wattais and used in accordance with these Terms, infringe such third party's intellectual property rights. Wattais' indemnification obligation does not extend to claims arising from: (a) modifications to the Services by you or a third party; (b) combination of the Services with materials not supplied by Wattais; or (c) use of the Services in violation of these Terms.
Procedure. The indemnified party must (i) promptly notify the indemnifying party of any claim; (ii) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party does not enter any settlement that imposes liability or admission on the indemnified party without consent); and (iii) provide reasonable cooperation at the indemnifying party's expense.
AS-IS and AS-AVAILABLE. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OPERATION.
Without limiting the foregoing, Wattais specifically disclaims any warranty that: (a) the Services will meet your requirements; (b) the Services will be uninterrupted, secure, or error-free; (c) any defects or errors will be corrected; (d) the results obtained from the use of the Services will be accurate, reliable, or generate any particular commercial outcome (including any specific number of leads, meetings, or revenue); (e) the Services will deliver messages to any particular inbox or achieve any specific deliverability rate; or (f) the AI-generated content will be free from bias, hallucination, or inaccuracy.
AI-Generated Content Warning. You acknowledge that generative AI may produce output that is inaccurate, misleading, inappropriate, or infringing. You are solely responsible for reviewing and validating all AI-generated content before use, and for ensuring it complies with applicable law and your internal policies.
Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.
Termination for Cause. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice (or such longer period as is reasonable for non-monetary breaches incapable of cure within 15 days, provided cure efforts are diligently pursued); (b) the other party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or otherwise becomes unable to pay its debts as they come due; (c) the other party ceases to do business in the ordinary course; or (d) Wattais determines, in good faith, that continued provision of the Services would violate applicable law or pose an unreasonable risk to Wattais, its infrastructure, or other clients.
Effect of Termination. Upon termination: (a) your right to use the Services immediately ceases; (b) you remain liable for all fees accrued through the effective date of termination; (c) Wattais will make Client Data available for export as set forth in Section 8; (d) the following Sections survive termination: 6 (with respect to refunds due prior to termination), 8 (data deletion), 9 (confidentiality), 10 (IP), 15 (limitation of liability), 16 (indemnification), 17 (disclaimer), 19 (dispute resolution), 20 (governing law), and any other provision which by its nature is intended to survive.
Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") by written notice to the other party describing the Dispute in reasonable detail. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice before either party may commence arbitration.
Binding Arbitration. Any Dispute not resolved through informal negotiation shall be finally settled by binding arbitration administered by the International Chamber of Commerce (ICC) under its then-current Rules of Arbitration, with the seat of arbitration in San José, Costa Rica, the language of proceedings to be English (with Spanish translation provided at the arbitrator's discretion), and the tribunal to consist of one (1) arbitrator. The award of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver. All arbitrations shall be conducted on an individual basis only. Neither party may bring or participate in any class, collective, consolidated, or representative action against the other party. If this class action waiver is held unenforceable, the entirety of this arbitration provision shall be void.
Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information without first proceeding to arbitration.
Costs. Each party bears its own costs and attorneys' fees, and the parties split equally the arbitrator's fees and ICC administrative costs, except as the arbitrator may award otherwise.
This Agreement, and any Dispute arising out of or related to it, shall be governed by and construed in accordance with the substantive laws of the Republic of Costa Rica, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Domain Name Dispute Resolution Policy do not apply.
The parties acknowledge that Costa Rica offers a robust and neutral legal framework for international commercial transactions, and any judgment or arbitral award rendered hereunder may be enforced in any jurisdiction where either party has assets or operations, in accordance with applicable treaties (including the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958) and local enforcement statutes.
Wattais may modify these Terms from time to time. When we make material changes, we will provide notice at least thirty (30) days before the changes take effect by: (a) posting the revised Terms on wattais.com; (b) sending an email notification to the address associated with your account; and/or (c) displaying an in-app banner. The notice will summarize the changes and indicate the effective date.
If you do not agree to the revised Terms, you may terminate this Agreement within the notice period and receive a pro-rata refund of any prepaid fees for Services not yet rendered. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes.
Non-material changes (e.g., clarifications, typo corrections, updates to contact information) may be made without advance notice and will be effective upon posting.
If you have any questions about these Terms, wish to exercise any rights described herein, or need to provide formal notice under this Agreement, please contact us at:
Wattais S.A.
Atención: Legal & Compliance Department
Email: api@minimax.io
Registered Office: San José, Costa Rica
(Full registered address available upon written request)
We aim to respond to all inquiries within five (5) business days. For urgent legal matters, please mark your subject line with "URGENT — LEGAL".
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the original commercial intent of the parties.
If the class action waiver in Section 19 is held unenforceable, the arbitration provision shall be severable and Disputes shall be brought in the courts specified in Section 20.
These Terms, together with any executed Order Form, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter, including any prior click-through or shrink-wrap terms.
No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of each party. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power, or remedy.
In the event of any conflict between these Terms and any Order Form, the Order Form shall control solely with respect to the subject matter of that Order Form. In the event of any conflict between these Terms and the Privacy Policy, these Terms shall control with respect to the contractual relationship between the parties, while the Privacy Policy shall control with respect to data processing matters.
Last updated: August 16, 2026. These Terms are effective immediately for new users and apply to all existing users thirty (30) days from the date of posting.