Terms of Service

These Terms of Service ("Terms") govern your access to and use of Tadpole ("Tadpole", "the Service"), operated by Tadpole, S.A., a Panamanian company based in Panama City. By using the Service you accept these Terms. If you do not agree, do not use the Service.

1. Description of the Service

Tadpole is a modular business-software platform for small and medium businesses. It includes modules for client management (CRM), sales, orders, inventory, accounting, invoicing (including DGI Panama electronic invoicing), communications (email, WhatsApp, internal messaging) and other modules available depending on the plan.

The Service is offered "as is" and "as available". We work continuously to improve it; we do not guarantee uninterrupted or error-free availability.

2. Accounts

2.1 Registration

To use the Service you must create an account with truthful information and keep it up to date. You are responsible for keeping your password confidential and for all activity under your account.

2.2 Organization accounts (multi-tenant)

Tadpole runs on a multi-tenant model where each organization (company) has its own isolated space. The first user who creates an account for an organization is its "owner" and is responsible for:

• inviting and managing additional users of the organization;
• configuring permissions and roles;
• ensuring compliance with the laws applicable to the organization;
• paying subscriptions where applicable.

2.3 Minimum age

You must be at least 18 to create an account. The Service is intended for business use, not for personal use by minors.

3. Acceptable use

You agree NOT to use the Service to:

• carry out activities that are illegal under Panamanian law, the law of the country where you operate, or international treaties;
• store or transmit defamatory, fraudulent or obscene content, or content that infringes third-party rights;
• distribute malware, viruses or malicious code;
• attempt unauthorized access to other accounts, systems or other organizations' data on the Service;
• reverse-engineer, decompile or attempt to derive the Service's source code;
• scrape the Service automatically without prior written authorization;
• overload the Service (DoS attacks or disproportionate resource use);
• send spam or unsolicited commercial communications;
• impersonate another person or entity;
• violate the policies of integrated platforms (WhatsApp Business Solution Terms, Google API Services User Data Policy, etc.).

Breaking these rules may result in immediate suspension or termination of the Service, with no right to a refund.

4. Your content and data

4.1 Ownership

You keep ownership of all content and data you or your organization enter into the Service ("Customer Content"). You grant Tadpole a limited, worldwide, non-exclusive, revocable licence to process Customer Content solely to deliver the Service.

4.2 Responsibility

You are solely responsible for Customer Content, its legality, its accuracy, the rights to process it, and compliance with the data-protection laws applicable to your own clients or end users.

4.3 Personal-data protection

For the personal data your organization enters into the Service (clients, contacts, suppliers, employees), your organization is the data controller and Tadpole acts as processor, under Law 81 of 2019 and Executive Decree 285 of 2021. We process that data only on your instructions and to provide the Service, with the security measures described in the Privacy Policy. Your clients' rights of access, rectification, cancellation, objection and portability are handled by you; if they write to us directly, we notify you. Requests about your own data go to [email protected].

4.4 Export and portability

You can export your Customer Content in structured formats from the Service panel or by asking support. We do not lock in your data.

5. Founders' Programme

The "Founders' Programme" (the "Founders' Pond") is an offer limited to the first 30 customers who apply and meet the criteria stated on the offer page. Founders receive:

• Founder price for life: USD $1,500 per year with access to every module of the Service, while the yearly subscription stays active, the account is current on its payments and in compliance with these Terms.
• Direct access to the product team.
• Priority in feedback and roadmap direction.

If the account falls more than 30 days behind on payment, or is voluntarily cancelled, the "founder price for life" benefit is permanently lost and cannot be restored.

6. Payments

6.1 Subscription

Prices and payment terms are stated at the time of subscription. Unless stated otherwise, subscriptions renew automatically. You can cancel at any time from your account or by writing to [email protected].

6.2 Taxes

Listed prices exclude applicable taxes. You are responsible for any tax, withholding or levy applicable in the jurisdiction where your organization operates.

6.3 No refunds for unused time

No refunds are given for partial periods after cancellation, unless required by applicable law.

7. Third-party services

The Service integrates with third-party services (Meta's WhatsApp Business Cloud API, Google's Gmail API, Mailchimp, etc.). Use of those services is additionally subject to their providers' terms. Tadpole is not responsible for the availability, content or behaviour of third-party services.

8. Intellectual property

The Service (code, design, brand, documentation) is Tadpole's property and is protected by intellectual-property laws. We grant you no rights over the Service other than the licence of use defined in these Terms.

9. Warranties and limitation of liability

9.1 No warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR UNINTERRUPTED PERFORMANCE.

9.2 Limitation

IN NO EVENT SHALL TADPOLE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES OR REPUTATION, REGARDLESS OF THE LEGAL THEORY.

TADPOLE'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (a) THE PAYMENTS YOU MADE TO TADPOLE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED US DOLLARS (USD $100).

10. Indemnification

You agree to indemnify and hold Tadpole harmless from any claim, demand or expense (including reasonable legal fees) arising from: (a) your Customer Content, (b) your use of the Service in breach of these Terms, or (c) your violation of third-party rights.

11. Suspension and termination

We may suspend or terminate your account if:

• you breach these Terms;
• there is reasonable suspicion of fraudulent or illegal use;
• your account is behind on payment;
• a court order or applicable law requires it;
• we decide to discontinue the Service (with at least 60 days' notice).

After termination we keep your Customer Content for 90 days to allow export, then delete it. You can request immediate deletion following the instructions on Data deletion.

12. Changes to the Service or the Terms

We may modify the Service or these Terms at any time. For material changes we will give at least 30 days' notice. Your continued use of the Service after the effective date constitutes acceptance.

13. Governing law and disputes

These Terms are governed by the laws of the Republic of Panama, without regard to its conflict-of-laws principles. Any dispute will be resolved by the competent courts of Panama City, Panama.

14. General

• Entire agreement: these Terms, together with the Privacy Policy, are the entire agreement between you and Tadpole.
• Severability: if any provision is held invalid, the rest remains in force.
• No waiver: our failure to enforce any right is not a waiver of that right.
• Assignment: you may not assign these Terms without our written consent; we may assign them in a merger, acquisition or reorganization.

15. Contact

Questions about these Terms: [email protected]