Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") are a contract between Dapperico Inc.("ReachGram", "we", "us", "our"), a Canadian corporation, and you ("you", the "Operator") regarding your use of the ReachGram web application, mobile companion, and related services accessible at reachgram.app (collectively, the "Service").

By creating an account, signing in, or otherwise using the Service, you agree to these Terms, our Privacy Policy, and any pricing or plan-specific terms presented at the time of subscription. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. The Service

ReachGram is a customer-relationship-management (CRM) product for Instagram outreach. It helps operators discover prospects, generate AI-assisted direct-message drafts via Anthropic's Claude API, track conversations, and (where applicable, through Operator- authorized integrations) view related email correspondence.

The Service does not send Instagram direct messages on your behalf. ReachGram generates drafts and provides a workflow for sending them through Instagram's own product. Whether and when a message is sent is at all times the Operator's decision and action.

3. Your account

You are responsible for everything that happens under your account, including:

• Keeping your credentials secure. ReachGram authenticates through Clerk and supports OAuth-based sign-in via Google. You agree to take reasonable steps to safeguard your login (strong password or trusted SSO, multi-factor authentication where available).
• The actions of any team members you invite to your workspace. Each team member must also accept these Terms.
• Notifying us promptly if you suspect unauthorized access — write to hello@reachgram.app.

You must be at least 16 years old (or the age of majority in your jurisdiction) and not barred from using the Service under applicable law.

4. Acceptable Use

You agree NOT to:

• Send spam or abusive messages. The Service is for legitimate outreach to commercial prospects. Mass-DMing uninterested recipients, sending harassing or defamatory content, or operating prohibited industries (e.g., schemes prohibited by law) is grounds for immediate suspension.
• Violate Instagram's Terms of Use.ReachGram provides drafts and a workflow; the actual messaging happens through Instagram, and you must comply with Instagram's rules including their anti-spam policies, automation restrictions, and rate limits. ReachGram's anti-ban guardrails are guidelines, not guarantees — Instagram can suspend your account at its discretion, and ReachGram is not responsible for that decision.
• Violate applicable direct-marketing laws. Including but not limited to Canada's Anti-Spam Legislation (CASL), the GDPR / ePrivacy Directive in the EU, the TCPA in the US, or analogous statutes elsewhere. You are responsible for your legal basis to contact each prospect.
• Scrape, redistribute, or resell prospect data collected through the Service to anyone outside your workspace. Prospect data is provided for use within your CRM, not as a data product.
• Reverse-engineer, decompile, or attempt to extract source code from the Service, or use automated tools to access the Service beyond the rate limits we publish.
• Probe, scan, or test for vulnerabilities without our prior written authorization. Responsible-disclosure requests welcome at hello@reachgram.app.
• Use the Service to generate sexually explicit content, content targeting minors, content promoting violence or self-harm, or any content that is unlawful in your jurisdiction or ours.
• Impersonate another person or entity, or misrepresent your affiliation with someone or something.

We may suspend or terminate accounts that violate this Acceptable Use section. For clear or repeated violations we may do so without prior notice; for ambiguous cases we will generally attempt to contact you first.

5. Subscriptions, payment, refunds

ReachGram is sold on a subscription basis. By starting a paid plan you authorize us (through our payment processor, Stripe) to charge the recurring price for that plan to the payment method you provide. Pricing and plan inclusions are described in the in-product Billing page and may be updated from time to time.

• Trials, if offered, are non-binding — you may cancel before the trial ends with no charge. After the trial ends, the plan you selected begins billing automatically unless you cancelled.
• Subscriptions renew automatically at the end of each billing period. You can cancel at any time from the in-product Billing page. Cancellation takes effect at the end of the current paid period; you retain access until then.
• Refunds. All charges are final unless required by applicable law. If you believe you were charged in error, write to hello@reachgram.app and we will review the request in good faith. We may offer partial refunds or credits at our discretion.
• Taxes. Listed prices are exclusive of applicable taxes (GST/HST/PST in Canada, VAT in the EU, sales taxes in the US), which will be added to your invoice where required.
• Price changes.We may change pricing with at least 30 days' notice for current subscribers. The price you signed up at will apply through the end of your current paid period.

6. Top-ups and quotas

Each plan includes a monthly quota of prospects you can discover and AI-drafted messages you can generate. If you exceed the included quota, you may purchase top-up packs at the prices shown in-product. Top-up balances persist across renewals; included monthly quota resets at the start of each billing period.

7. Intellectual property

Our IP. The Service, including its software, design, and branding, is the intellectual property of ReachGram and our licensors. We grant you a non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms during your subscription period.

Your content. You retain ownership of any content you create or upload through the Service (DM drafts, notes, prospect annotations, custom templates). You grant ReachGram a worldwide, royalty-free license to host, store, process, transmit, and display that content solely to provide the Service to you. This license ends when you delete the content or terminate your account, except for copies retained in backups (see Privacy Policy Section 10) and for content you have shared with other team members in your workspace.

AI-generated content. DM drafts and other AI outputs generated through the Service belong to you. Note that AI outputs are not unique to you — different operators using similar inputs may receive similar outputs. ReachGram does not warrant that AI outputs are accurate, non-infringing, or suitable for any particular purpose; you are responsible for reviewing AI output before sending it.

Feedback. If you send us feedback, ideas, or suggestions, we may use them to improve the Service without obligation to you.

8. Third-party services

The Service integrates with third-party services that have their own terms and privacy policies — including Instagram (Meta), Google, Microsoft, Stripe, Apify, Anthropic, and others (see Privacy Policy Section 6 for the current list). Your use of those third-party services through ReachGram is also subject to their terms. ReachGram is not responsible for the availability, content, or actions of third-party services.

Specifically, ReachGram does not control Instagram's decisions about your account, Meta's decisions about API access, or any third party's decision to enforce their own terms against you.

9. Service availability and changes

We provide the Service on a commercially-reasonable best-efforts basis. We do not promise that the Service will be uninterrupted, error-free, or available at all times. We may modify or discontinue features with reasonable notice. We may also perform maintenance that briefly takes the Service offline. Where possible we schedule maintenance during low-traffic windows.

We may change these Terms from time to time. Material changes will be announced via email or in-product banner at least 14 days before they take effect. Continued use of the Service after the effective date of changed Terms constitutes acceptance.

10. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. REACHGRAM DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Specifically: we do not warrant that the Service will produce any particular outcome (e.g., a specific reply rate, a specific number of meetings booked), that the AI outputs are correct or non-infringing, that Instagram will permit your use of the Service, or that the Service will be available without interruption.

Some jurisdictions don't allow disclaimer of implied warranties. In those jurisdictions, the disclaimer above applies to the maximum extent permitted by law, and you may have additional statutory rights.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REACHGRAM'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO REACHGRAM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

IN NO EVENT WILL REACHGRAM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF REACHGRAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies regardless of whether the claim is based on warranty, contract, tort (including negligence), strict liability, or any other legal theory. Some jurisdictions don't allow limitations on certain damages; in those jurisdictions this limitation applies to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless ReachGram, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service in violation of these Terms or applicable law; (b) content you create or transmit through the Service; (c) your dispute with any prospect or third party; or (d) violation of Section 4 (Acceptable Use).

13. Termination

You may terminate your account at any time from the in-product Billing or Settings page, or by emailing us. Termination cancels future-period billing; you retain access until the end of your current paid period.

We may suspend or terminate your account if you (a) materially violate these Terms; (b) put ReachGram or other users at risk; (c) fail to pay amounts due after reasonable notice; or (d) for a legal or regulatory reason. Where reasonable and not legally prohibited, we will give you notice and a chance to cure the issue before terminating.

Upon termination, your right to use the Service ceases. Sections of these Terms that by their nature should survive (payments owed, intellectual property, disclaimers, limitations of liability, indemnification, governing law, dispute resolution) survive termination.

14. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable there, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Service that cannot be resolved amicably will be brought in the courts of the City of Toronto, Ontario, Canada. You and ReachGram each consent to the exclusive jurisdiction of those courts.

If you are a consumer in a jurisdiction whose mandatory consumer- protection laws prevent waiver of access to local courts, those rights apply notwithstanding the paragraph above.

Before filing a lawsuit, the parties agree to attempt to resolve any dispute by good-faith negotiation for at least 30 days. Contact hello@reachgram.app to begin.

15. Export controls

You may not use the Service in any jurisdiction subject to comprehensive Canadian, US, or EU sanctions, and you represent that you are not on any restricted-party list maintained by those authorities.

16. Miscellaneous

• Entire agreement. These Terms (together with our Privacy Policy and any plan-specific terms shown at signup) are the entire agreement between you and ReachGram regarding the Service.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect.
• No waiver. A failure to enforce a provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.
• Notices. We send legal notices to the email address on your account. Notices to ReachGram should be sent to hello@reachgram.app.
• Force majeure. Neither party is liable for delays or failures caused by events outside its reasonable control (natural disasters, acts of war, supply-chain disruptions, internet outages by upstream providers, etc.).

17. Contacting us

For questions about these Terms:

• Email: hello@reachgram.app
• Mail: Dapperico Inc., Toronto, Ontario, Canada (specific mailing address available on request).