Sonic Prospect — Terms of Service (Website, WhatsApp and Instagram)

Version 2026-10-12 · These Terms apply to you from the moment you accept them. Please read these Terms carefully. They limit Pivony's liability, require you to indemnify Pivony, and require disputes to be resolved by individual arbitration (Sections 15 to 17 and 21).

1. Agreement

1.1 These Terms of Service ("Terms") are a binding agreement between Pivony, Inc., a Delaware corporation ("Pivony", "we", "us"), and the business that creates a Sonic Prospect account or uses Sonic Prospect on its website, WhatsApp Business number or Instagram account (the "Service") ("Customer", "you").

1.2 You accept these Terms by checking the acceptance box when you add a payment card, or by using the Service. If you do not accept these Terms in full, do not use the Service.

1.3 You represent that you are a business (not a consumer), that you are at least 18 years old, and that you have authority to bind the business that owns the account and the connected website, WhatsApp number and Instagram account.

1.4 These Terms are product terms that supplement the Pivony Terms of Use at pivony.com/terms-of-use. They incorporate the Fees Policy, the Privacy Policy at pivony.com/privacy-policy, and, once signed on your request, the Data Processing Addendum ("DPA") under Section 10.1A. If they conflict, the order of precedence is: the DPA (for personal data only), then these Terms, then the Fees Policy, then the Pivony Terms of Use, then the Privacy Policy. For Sonic Prospect on your website, WhatsApp and Instagram, these Terms replace the Sonic Prospect pricing and billing statements in the Pivony Terms of Use.

1.5 The Service does not cover Sonic Prospect for Shopify, which has its own terms, or Sonic Survey.

2. Definitions

Account: your Sonic Prospect account, including every assistant, website, WhatsApp number and Instagram account connected to it.

Channel: a surface on which the Service talks to Visitors: the website widget, a WhatsApp Business number, or an Instagram professional account.

Customer Content: everything the Service reads from or for you, including your website pages, documents, files, product and price information, instructions, greetings, personas and other settings you provide.

Visitor: any person who uses or is shown the Service on a Channel.

Conversation: an exchange between the Service and one Visitor on one Channel.

Output: any text, recommendation, form, link or other content generated or displayed by the Service.

Qualified Prospect: has the meaning in Section 7.

3. The Service

3.1 The Service is an AI prospect engine that answers Visitors' questions on your Channels using Customer Content, and decides, based on the Conversation, when a Visitor is a Qualified Prospect. It can ask Visitors for contact details and offer a handoff to your team.

3.2 When a Visitor asks for a person, or the Service cannot help, the Service may offer a handoff, or your team may take over the Conversation in the console. While your team has taken over a Conversation, the Service does not answer in it. You are solely responsible for responding to handoffs and Visitor messages; Pivony does not reply to Visitors on your behalf.

3.3 We may change, add or remove features, models, sub-processors, integrations and limits at any time. We will give reasonable notice of changes that materially reduce core functionality.

3.4 The Service relies on third parties we do not control, including Meta (WhatsApp and Instagram), Stripe, Google Cloud and AI model providers. Their outages, changes, restrictions or policy decisions, including messaging windows, rate limits and account restrictions, may affect the Service and are not a breach of these Terms.

3.5 We may suspend, limit, or disable the Service for any Account or Channel at any time, including for cost control, abuse, operational reasons or fair use. We do not provide any service level, uptime commitment or support response time unless agreed in a separate signed order form.

4. Eligibility and prohibited use

4.1 You may not use the Service, and we may suspend it without notice, if your business:

• sells products or services that are illegal where offered, or that violate Meta's policies for a connected WhatsApp or Instagram account;
• is directed primarily at children under 16;
• sells regulated products where answers may constitute medical, legal, financial or safety advice (for example prescription medicines, firearms, or financial products), unless we agree in writing;
• is located in, or is owned or controlled by a person in, a country or region subject to comprehensive U.S. sanctions, or by any person on a U.S. sanctions list.

4.2 You must not: attempt to create, inflate or manipulate Qualified Prospects or billing, including by sending test, automated or fake Conversations to your live Channels; use the Service to collect personal data from Visitors beyond what it is designed to collect; send unsolicited messages through the Service; reverse engineer, copy or resell the Service; extract prompts, models or data from the Service; or use the Service in breach of any law or of Meta's terms.

4.3 You are responsible for every use of the Service on your Account and Channels, including by your staff and contractors.

5. AI Output

5.1 Nature of Output. Output is generated automatically by artificial intelligence. It may be inaccurate, incomplete, outdated, inconsistent with Customer Content, or otherwise wrong, including statements about products, services, prices, availability, terms and policies. Output is not reviewed by Pivony before it is shown.

5.2 Output is your communication. The Service operates on your Channels, under your brand and on your behalf. As between you and Pivony, every Output shown to a Visitor is your communication to that Visitor, and you are solely responsible for it and for any reliance on it, as if your own staff had made it.

5.3 No reliance. Pivony does not guarantee any result, including the number or quality of Qualified Prospects, conversion rate, revenue, accuracy or Visitor satisfaction. You must not rely on Output as the sole source of information for any decision with legal, safety, health or financial consequences.

5.4 Your controls. You are responsible for: keeping Customer Content accurate and current; reviewing Conversations and Qualified Prospects in the console regularly; correcting Customer Content that produces wrong Output; and turning the Service off on any Channel where wrong Output could cause harm.

5.5 AI disclosure. The Service tells Visitors that they are talking to an AI assistant: the website widget labels itself as one, and on WhatsApp and Instagram the first reply in a Conversation says so. You must not remove, hide or contradict that disclosure, or present the Service as a human (including by giving it a human name or persona without making clear it is an AI assistant). For the purposes of the EU AI Act and similar laws, Pivony is the provider and you are the deployer of the Service on your Channels, and you are responsible for any deployer obligations that apply to you.

5.6 No obligation to correct. We may, but are not obliged to, change how the Service generates Output. A wrong Output is not a defect in the Service or a breach of these Terms.

6. Your responsibilities

6.1 Customer Content. You represent and warrant that Customer Content is accurate, lawful, not misleading, and that you have all rights needed for us to use it to provide the Service.

6.2 Your business. You are solely responsible for your products, services, prices, offers, contracts, fulfilment, customer service and disputes with Visitors.

6.3 Channels. You are responsible for your website and for the WhatsApp Business and Instagram accounts you connect, for keeping their access tokens valid, and for complying with Meta's terms and policies, including WhatsApp Business messaging rules, opt-in requirements, messaging windows and Meta's rules on AI providers. You may use the Service on WhatsApp and Instagram only to talk with people about your own business, its products and services, and not as a general-purpose AI assistant.

6.4 Compliance and consent. You are solely responsible for complying with all laws that apply to your business and your use of the Service, including consumer protection, advertising, privacy, electronic communications and cookie consent law, and for obtaining any consent required from Visitors.

6.5 Custom instructions and files. Any instructions, tone settings, greetings, personas, prompts or files you add are Customer Content. You are responsible for their effect on Output.

6.6 Notify us. You must tell us promptly at support@pivony.com if you become aware of Output that has caused or may cause harm, or of any claim relating to the Service.

7. Qualified Prospects and fees

7.1 What you pay for. You pay only for Qualified Prospects, at the prices in Section 8 and the Fees Policy. There is no subscription or platform fee, no fee per Conversation, message, Visitor or AI response, and no setup fee.

7.2 Qualified Prospect. A "Qualified Prospect" is created when the Service decides, on sufficient evidence from a Conversation, that a Visitor has real purchase intent and fit and is ready for a sales-meaningful next step. Sufficient evidence is the Service's decision and is not a fixed checklist; a single strong interaction can be enough, and a long Conversation can produce none. Every Qualified Prospect carries a "Why?" record of the evidence, shown in the console.

7.3 What is not a Qualified Prospect. Conversations, messages, greetings, page views, sessions, AI responses, leads or contact details on their own, engagement, intent alone, meetings booked, and Conversations your team has taken over do not, on their own, make a Qualified Prospect.

7.4 Once per Conversation. At most one Qualified Prospect is created and charged per Conversation, however long it is or however many times it qualifies.

7.5 Records. Our records of Qualified Prospects, including the "Why?" evidence in the console, are final and binding, except for manifest error or a dispute accepted under Section 9.5.

8. Free allowance and prices

8.1 Free allowance. The first 5 Qualified Prospects of each Account are free. The allowance applies once for the lifetime of the Account; it does not renew monthly, is not transferable, and has no cash value. Using multiple accounts to obtain additional allowances is prohibited and entitles us to charge for all affected Qualified Prospects.

8.2 Launch price. Qualified Prospects 6 through 1,000 of each Account, counted over the lifetime of the Account, cost USD 5.99 each, if the Account added its payment card while the launch offer was open. The launch offer is a limited-time offer; we may end it for new accounts by giving notice on our website. An Account that added its card while the offer was open keeps USD 5.99 through its 1,000th Qualified Prospect after the offer ends.

8.3 Standard price. Each Qualified Prospect after the 1,000th, and each Qualified Prospect after the 5th for an Account that added its card after the launch offer ended, costs USD 9.99.

9. Billing, spend limits, disputes and fee changes

9.1 Payment card. The Service requires a valid payment card. Adding the card does not charge it. You authorise Pivony, through its payment processor Stripe, to charge the card on file for all fees under these Terms.

9.2 Monthly billing. Fees are billed monthly in arrears. Each invoice lists the Qualified Prospects of the previous billing period by price. Free Qualified Prospects do not appear on invoices; they are shown in the console. The card on file is charged when the invoice is issued.

9.3 Failed payment. If a payment fails, we will tell you by email and in the console. If it is not paid within 7 days, the Service stops creating Qualified Prospects and capturing leads until the balance is paid, and we may suspend the Service. Fees for Qualified Prospects created before the suspension remain payable.

9.4 Spend limits. You can set a monthly Qualified Prospect limit or a monthly spend limit in the console. Limits count calendar months in UTC, and spend is estimated at the prices in Section 8. The console warns you when you reach your warning level (80% unless you change it). When a limit is reached, the Service stops answering Visitors on your Channels and creates no further Qualified Prospects until the next calendar month or until you raise the limit; Conversations your team has taken over continue.

9.5 Disputes. You may dispute a Qualified Prospect within 30 days after the invoice that includes it is issued, by writing to support@pivony.com with the Qualified Prospect and the reason. Undisputed charges are final after 30 days. We will review the "Why?" evidence and the Conversation. Our decision is final, subject only to Section 21. Accepted disputes are settled as a credit against future invoices, or, at our discretion, as a refund to the card on file.

9.6 Fee changes. We may change prices, the free allowance or the definition of a Qualified Prospect by giving at least 30 days' notice by email and in the console. Changes that increase what you pay apply only to Qualified Prospects created after the notice period and never to Qualified Prospects already created. A change does not remove the launch price an Account already holds under Section 8.2, except where required by law. If you do not accept a change, your only remedy is to stop using the Service and close your Account before it takes effect.

9.7 Internal limit. We may stop charging, or pause the Service, if charges for a billing period reach an internal limit we set, and will tell you when you reach 80% of it.

9.8 Taxes. Fees are exclusive of taxes. Where Pivony is registered to collect sales tax, VAT or similar taxes for your location, we add them to your invoice. You are responsible for any other taxes, other than taxes on Pivony's net income, including any withholding tax, which you may not deduct from our fees.

10. Data and privacy

10.1 You are the controller of the personal data of Visitors processed through the Service, including Conversation content and contact details Visitors provide, and Pivony processes it on your behalf as your processor, except as stated in Section 10.3. This matches the Pivony Privacy Policy, under which Pivony is the controller only for its own website visitors and account holders.

10.1A DPA on request. A Data Processing Addendum is not published; we provide one on request at privacy@pivony.com. Once both parties sign it, the DPA governs that processing and forms part of these Terms. Until then, Sections 10.7 to 10.13 are the processing terms between us, including for the purposes of Article 28 of the GDPR, the UK GDPR and Article 12 of Turkish Law No. 6698 (KVKK).

10.2 You instruct us to process Customer Content and Visitor data as needed to provide, secure, bill and support the Service, including transfers to and processing in the United States and by our sub-processors:

Changes to this list follow Section 10.9.

10.3 We may create aggregated and de-identified data from use of the Service that does not identify you, any Visitor or any individual ("Aggregated Data"). We own Aggregated Data and may use it to operate, analyse and improve our services and to publish aggregated benchmarks.

10.4 We do not sell Visitor personal data and do not use Customer Content or Visitor Conversations to train general-purpose AI models.

10.5 You must not submit to the Service, or configure it to request, special categories of personal data, payment card data, government identifiers or health information.

10.6 Retention. We keep Conversations and the leads Visitors give for as long as your Account is open. Within 30 days after your Account closes we delete them, or return them first if you ask before closing. Copies in backups are deleted on our normal backup cycle and are not used in the meantime. We keep the Qualified Prospect record and its "Why?" evidence for as long as needed for billing, disputes, tax and legal obligations, even after the Conversation itself is deleted.

10.7 Instructions. We process Visitor personal data only on your documented instructions, which are these Terms, your settings in the console and your written requests, unless the law requires otherwise; in that case we tell you first unless the law forbids it. We tell you if we believe an instruction breaks data protection law.

10.8 Confidentiality and security. Everyone at Pivony who can access Visitor personal data is bound by confidentiality. We apply appropriate technical and organisational measures to protect it, including encryption in transit and at rest and access restricted to people who need it to run the Service.

10.9 Sub-processors. You authorise the sub-processors listed in Section 10.2. We bind each of them to data protection obligations no less protective than these and remain responsible for their work. We give at least 30 days' notice by email before adding or replacing one; you may object on reasonable data protection grounds within that period, and if we cannot address the objection, you may close your Account without further charges for Qualified Prospects created after the change.

10.10 Assistance. Taking into account the nature of the processing, we help you, at reasonable cost where the help is not trivial, to answer Visitors exercising their rights, and with security, breach notification, data protection impact assessments and consultations with authorities.

10.11 Personal data breach. We notify you without undue delay after becoming aware of a personal data breach affecting Visitor personal data, with the information we have and as it becomes available.

10.12 International transfers. Visitor personal data is processed in the United States. Where the law requires a transfer mechanism, such as the EU Standard Contractual Clauses, the UK International Data Transfer Addendum or the KVKK standard contract, we will sign it with you on request at privacy@pivony.com. Any filing or notification the law places on you as controller, such as notifying the Turkish Personal Data Protection Authority of a standard contract, is your responsibility.

10.13 Records and audits. On request we make available the information reasonably needed to show compliance with this Section 10, such as security documentation. If that is not enough, you may audit our compliance at your cost, no more than once a year, with 30 days' written notice, during business hours, under confidentiality, and without access to other customers' data.

11. Intellectual property

11.1 Pivony and its licensors own the Service, including its software, models, prompts, designs, documentation and all improvements, whether or not based on your feedback. No rights are granted except those expressly stated.

11.2 You grant Pivony a worldwide, non-exclusive, royalty-free licence, for the term of these Terms and as needed afterwards to comply with law and resolve disputes, to access, copy, process, index, store and display Customer Content to provide, secure, bill and improve the Service.

11.3 As between you and Pivony, you own the Output shown on your Channels, subject to Pivony's rights in the Service and to any third-party rights.

12. Feedback

If you give us suggestions or feedback, we may use them for any purpose without obligation or payment to you.

13. Publicity

We may identify you as a customer, using your business name and logo, on our website, in sales materials and in investor materials. You can ask us to stop at any time by writing to support@pivony.com, and we will do so within 30 days for new materials.

14. Demo assistants

If you claim an assistant that Pivony prepared as a demo for your business, its index, settings and Conversations become part of your Account and Customer Content from the moment you claim it. Qualified Prospects are charged only from the moment you add your payment card.

15. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PIVONY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR WILL PRODUCE ANY PARTICULAR RESULT. NO INFORMATION OR ADVICE, WHETHER IN MARKETING MATERIALS, DOCUMENTATION OR OTHERWISE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Limitation of liability

16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PIVONY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, CUSTOMERS, GOODWILL, REPUTATION OR DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PIVONY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE OR ANY OUTPUT, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE GREATER OF (A) USD 100 AND (B) THE FEES YOU PAID TO PIVONY FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

16.3 Without limiting Sections 16.1 and 16.2, Pivony is not liable for: any Output or any Visitor's reliance on it; Customer Content; acts or omissions of Visitors, Meta, Stripe, AI model providers or other third parties; your failure to configure consent, the Service or your Channels correctly; or any period in which the Service is paused, limited or unavailable.

16.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence. In those cases liability is limited to the minimum extent the law allows.

16.5 These limitations are an essential basis of the bargain. Pivony offers the Service with no subscription fee and no charge per Conversation in reliance on them.

17. Indemnification

17.1 You will defend, indemnify and hold harmless Pivony, its affiliates and their officers, directors, employees, contractors and agents from and against all claims, demands, investigations, damages, losses, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your products, services, Customer Content, prices, offers and policies; (b) any Output shown on your Channels and any Visitor's reliance on it; (c) any dispute between you and a Visitor or any other customer; (d) your compliance or non-compliance with law or with Meta's terms, including consumer protection, advertising, privacy, consent, electronic communications and AI transparency laws; (e) your breach of these Terms; or (f) your use of the Service.

17.2 Pivony may control the defence and settlement of any claim covered by Section 17.1 at your expense, and you will cooperate with us. You may not settle any claim that imposes an obligation or admission on Pivony without our prior written consent.

18. Suspension and termination

18.1 You may stop using the Service at any time by disconnecting your Channels and removing the website widget, and you may close your Account by writing to support@pivony.com. Fees for Qualified Prospects created before closure remain payable and are billed on the next invoice.

18.2 We may suspend or terminate the Service for your Account or any Channel, in whole or in part: (a) at any time for any reason, with 30 days' notice; or (b) immediately, without notice, if you breach these Terms, if a payment remains unpaid under Section 9.3, if we suspect fraud, abuse or manipulation of Qualified Prospects, if Meta restricts a connected account, if required by law or a sub-processor, or if continuing could expose Pivony or others to harm or liability.

18.3 On termination, your right to use the Service ends, and we will delete or de-identify Customer Content and Visitor data as set out in the Privacy Policy and any DPA, except the records kept under Section 10.6. Sections 5, 6, 7.5, 9.5, 9.8, 10.3, 11, 15, 16, 17, 18.1, 20, 21, 22 and 23 survive, and Sections 10.6 to 10.13 continue to apply for as long as we hold Visitor personal data.

19. Changes to these Terms

19.1 We may change these Terms at any time. We will give at least 30 days' notice of material changes by email and in the console, and may ask you to accept the updated Terms in the console. Fee changes are governed by Section 9.6.

19.2 Changes required by law or by a sub-processor, changes for security, and changes that do not adversely affect you, may take effect immediately.

19.3 If you continue to use the Service after a change takes effect, you accept the changed Terms. If you do not accept a change, your only remedy is to stop using the Service and close your Account before it takes effect. If you do not accept updated Terms in the console when asked, we may pause the Service after the notice period.

20. Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

21. Dispute resolution

21.1 Informal resolution first. Before starting any proceeding, you must notify us in writing at legal@pivony.com and allow 30 days to resolve the dispute informally.

21.2 Binding arbitration. Any unresolved dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if you are established outside the United States, by its International Centre for Dispute Resolution under its International Arbitration Rules), before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any competent court. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

21.3 Class action and jury waiver. Disputes will be resolved only on an individual basis. You waive any right to bring or participate in a class, collective, consolidated or representative proceeding, and any right to a jury trial.

21.4 Time limit. Any claim against Pivony must be brought within 1 year after the claim arose, or it is permanently barred, to the extent permitted by law.

22. General

22.1 Entire agreement. These Terms and the documents in Section 1.4 are the entire agreement on their subject and supersede all prior statements, including marketing materials.

22.2 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them without consent, including to an affiliate or in a merger, acquisition or sale of assets.

22.3 Force majeure. Pivony is not liable for any failure or delay caused by events beyond its reasonable control, including outages or changes at Meta, Stripe, cloud or AI providers, internet failures, cyberattacks, labour disputes, government action, war or natural disasters.

22.4 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.

22.5 No waiver. A failure or delay in enforcing any provision is not a waiver.

22.6 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship, and Pivony is not your agent for any sale to a Visitor.

22.7 Notices. We may give notices by email to your Account's email address or in the console. You must send legal notices to legal@pivony.com.

22.8 Export and sanctions. You will comply with all applicable export control and sanctions laws in using the Service.

22.9 Language. These Terms are written in English. Any translation is for convenience only; the English version controls.

23. Contact

Pivony, Inc. · 2093 Philadelphia Pike #4590, Claymont, Delaware 19703, USA · support@pivony.com · legal@pivony.com · pivony.com/legal/sonic-prospect