Parea SMS — Terms of Service (DRAFT)
Draft status: This document was prepared as a comprehensive starting point and reflects Parea's actual product mechanics and the messaging industry's regulatory regime (TCPA, CTIA guidelines, A2P 10DLC). It must be reviewed and finalized by a licensed attorney before any customer accepts it.
These Terms of Service ("Terms") are a binding agreement between Olaes Technology Group Corp, d/b/a Parea SMS ("Parea," "we," "us") and the business or individual accepting them ("Customer," "you"). By marking these Terms as read and clicking "I agree," creating a workspace, or using the Services, you accept these Terms on behalf of yourself and the organization you represent, and you represent that you have authority to bind that organization.
1. The Services
Parea provides a business text-messaging platform: shared team inboxes, one-to-one and group MMS conversations, broadcast messaging, AI-assisted drafting and automation, phone-number provisioning and transfer, call forwarding, compliance registration assistance, an API, and related tools (collectively, the "Services"). The Services transmit messages via third-party telecommunications providers and are available only for business use; they are not a consumer telephone service and do not support emergency calling (no 911 access).
2. Accounts and access
2.1 Registration. You must provide accurate, current information — including the legal business information used for carrier registration (§6) — and keep it updated. Sign-in is passwordless (SMS code and/or SSO); you are responsible for maintaining control of the phone numbers and identity-provider accounts used to access your workspace.
2.2 Seats and roles. Workspace owners and admins control member access and are responsible for the actions of all workspace members and of any API keys or integrations they create.
2.3 Minimum age. The Services may only be used by individuals 18 or older.
2.4 Trials. Trial workspaces include a limited number of message credits for a limited period (currently 50 credits over 7 days), with every feature enabled. When a trial ends — by time or by credits — outbound sending stops but nothing is deleted: your threads, contacts, and data remain readable and exportable, and inbound messages, including STOP and HELP keywords, continue to be processed so recipient opt-outs are always honored.
3. Your customers, consent, and the TCPA — your core obligation
3.1 You are the sender. For all messages sent through your workspace, you are the sender and campaign originator. Parea is a platform provider. You are solely responsible for compliance with all laws governing your messages, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act where applicable, state mini-TCPA statutes, the CTIA Messaging Principles and Best Practices, and carrier codes of conduct.
3.2 Consent. You must obtain, document, and honor the level of consent required for each message type (prior express written consent for marketing; prior express consent for informational messages), and you must be able to produce evidence of consent on request. You may not message purchased, rented, or scraped contact lists.
3.3 Opt-outs. Parea automatically processes standard opt-out keywords (STOP, UNSUBSCRIBE, etc.) and uses automated classification to detect natural-language revocations ("please stop texting me"). These mechanisms assist your compliance; they do not transfer your legal obligations to Parea. You must honor every revocation, however expressed, and must not attempt to circumvent, disable, or delay suppression.
3.4 Quiet hours. Default quiet-hours protections are enabled in the platform. Disabling or narrowing them, where the platform permits, is at your own risk.
3.5 Indemnity for messaging violations. You will defend and indemnify Parea against third-party claims — including TCPA class actions, carrier fines, and regulatory penalties — arising from messages you send, your consent practices, your content, or your breach of this §3.
4. Group conversations — visibility disclosure
Group MMS conversations are not private among participants: every participant can see every other participant's phone number and every message in the thread, exactly as in a native phone group thread. You are responsible for ensuring you have an appropriate basis to place participants into a shared thread together (e.g., they are parties to the same job, order, or engagement) and for any obligations that visibility creates under privacy laws applicable to you. Group threads are limited to 10 participants including your own number — i.e., up to 9 recipients (a carrier constraint) — and are available only on eligible US/Canada local numbers.
5. Phone numbers
5.1 Provisioned numbers. Numbers we provision for you are leased from our carrier partners for your use while your subscription is active and in good standing.
5.2 Your number is yours to take. If you port a number in, or want to port out any number in active use in your workspace, Parea will cooperate with port-out requests without exit fees and without delay tactics, subject only to standard carrier verification. (This is a deliberate commitment; see our published policy.)
5.3 Transfer-in. Porting and hosted-SMS timelines depend on the losing carrier; Parea provides status tracking but does not control carrier processing times.
5.4 Reclamation. Numbers may be reclaimed after extended non-payment or account closure following notice, per carrier rules.
6. Carrier registration (A2P 10DLC / toll-free verification)
6.1 You authorize Parea to submit your business information (including EIN, legal name, address, authorized representative, website, and campaign descriptions) to our carrier partners, The Campaign Registry, and downstream carriers for required sender registration, and to manage those registrations on your behalf.
6.2 Truthfulness. You certify that all registration information and described opt-in flows are accurate. Misrepresentation may result in carrier rejection, fines passed through to you, suspension, or termination.
6.3 No guarantee of approval or timing. Registration decisions and review timelines belong to third parties. Parea provides validation, honest status reporting, and interim capabilities where lawful, but cannot guarantee approval, throughput tiers, or timelines.
6.4 Registration fee; carrier fees included. A2P 10DLC registration is a one-time fee (currently $35), charged on your first paid checkout, disclosed there, never charged twice, and non-refundable once registration work has begun (§9.5). Recurring monthly carrier campaign fees are included in plan pricing — Parea absorbs them and does not bill them as separate line items. Carrier-imposed fines attributable to your traffic or misrepresentation remain passed through to you (§6.2, AUP §6).
7. Acceptable use
Use of the Services is subject to the Acceptable Use Policy (incorporated by reference), which prohibits, among other things: spam and unsolicited messaging; content prohibited by carrier programs (SHAFT-C: sex, hate, alcohol, firearms, tobacco/vape, cannabis, plus gambling and high-risk financial content except as expressly permitted with required age-gating and campaign approval); illegal content; phishing and fraud; snowshoeing or evasion of carrier filtering; and interference with the Services. Parea may suspend traffic that triggers carrier enforcement, with notice and specific reasons wherever feasible.
8. AI features
8.1 What they do. AI features draft suggested replies, classify and prioritize conversations, summarize threads, detect opt-out language, and — where you explicitly enable it — send automated replies grounded in the knowledge base you approve.
8.2 Your responsibility for AI output. AI output can be wrong. You are responsible for every message sent from your workspace, including AI-drafted and AI-sent messages, as if you had written it yourself — including any commitments, prices, or policies it states. Review suggested replies before sending; enable auto-reply only for categories you are comfortable automating.
8.3 Controls and audit. Auto-reply is off by default, category-scoped, disclosed to recipients as automated, and every AI action is logged with its knowledge-base sources for your audit.
8.4 Processing. Message content is processed by our AI subprocessor(s) to provide these features (see Privacy Policy). Parea does not permit its AI subprocessors to train foundation models on your content [CONFIRM against current provider terms at signing].
9. Fees, billing, and the billing promises we make
9.1 Plans, seats, and included credits. Subscriptions are priced per user at the rates published on our pricing page, billed monthly or yearly (the yearly discount applies to the subscription seats only, not to add-ons). Plans carry a seat minimum; you pay for at least the minimum whether or not those seats are filled, and seats beyond the minimum bill at the published add-on seat rate (each adding a published amount of yearly credits). Each plan includes a yearly credit allotment: on yearly billing the full allotment is available up front and unused credits carry through the term; on month-to-month billing one-twelfth is available each month, refilled monthly with no carry-over. Credits are consumed per person reached; group and MMS messages consume 3 credits per recipient. All usage is visible in-app on a live meter.
9.2 Add-ons. Additional phone numbers (your first is included), the Starter group-threads add-on, and extra seats are billed alongside your subscription at the published rates and at your subscription's billing interval. Adding or removing one mid-cycle is prorated automatically; removals are credited against your next invoice rather than refunded to your card. Interim numbers we provision during carrier review are never billed.
9.3 Credit packs and automatic overage. Prepaid credit packs are charged once at the published price and never expire while your account is active; if you cancel, your remaining pack balance is held for 12 months in case you return, then released. Plan credits are always consumed before pack credits. If you use more credits than your plan and packs cover, sending continues and the excess is billed automatically in arrears at the published per-credit overage rate (currently $0.03/credit), appearing as an itemized line on your next invoice. The in-app meter shows your position against your allotment at all times, and every pack always costs less per credit than the overage rate.
9.4 Plan changes. Upgrades (and moves from monthly to yearly billing) take effect immediately: the prorated difference is charged to your payment method on file, and a tier change at the same billing interval keeps your existing renewal date, while lengthening your commitment starts a new term on the day you switch. Downgrades and moves from yearly to month-to-month take effect at renewal — you keep what you already paid for — and can be scheduled in-app and canceled any time before they land.
9.5 Cancellation and refunds. Cancel in-app at any time, no cancellation fees. By default, cancellation takes effect at the end of your current paid period and you keep full access until then; auto-renew can be switched off separately. Base subscription fees for the current period are non-refundable except where required by law; early-terminated yearly terms are settled by charging the time used at the monthly rate and refunding the difference [attorney: confirm]. The one-time 10DLC registration fee is non-refundable once registration has begun. On cancellation: your data remains exportable for 30 days (§13), your numbers are held for 30 days with port-out assistance before release, and opt-out suppression records are retained permanently as required for TCPA compliance.
9.6 Price changes. No price increases without at least 30 days' notice; increases apply from your next renewal, never mid-term.
9.7 Non-payment. If a renewal or overage charge fails, we retry per our processor's schedule and notify you. We may suspend outbound sending after notice and a cure period; §5.4 governs number reclamation. Inbound processing — including STOP and HELP — continues during suspension.
10. Data, privacy, and security
10.1 The Privacy Policy (incorporated by reference) describes what we collect and how we use it. You are the controller of your contacts' data; Parea processes it to provide the Services.
10.2 Your privacy obligations. You must have a lawful basis to upload contact data and must disclose your texting practices in your own privacy policy, as carrier registration requires (including the required statement that opt-in data is not shared with third parties for their marketing).
10.3 Security. Encryption in transit and at rest; workspace isolation; audit logging. No PHI: the Services are not HIPAA-eligible and no BAA is offered in v1.
10.4 Message records. SMS/MMS transit third-party carrier networks and recipients' devices; Parea cannot recall a delivered message.
11. API and integrations
API use is subject to these Terms, published rate limits, and the AUP. API keys are credentials — you are responsible for traffic sent with them. Compliance controls (opt-out suppression, quiet hours) apply to API and AI traffic identically to the web app and cannot be bypassed by any interface.
12. Intellectual property
Parea retains all rights in the Services. You retain all rights in your content, contacts, and messages, granting Parea a license to host, process, transmit, and display them solely to provide the Services. Feedback may be used without obligation.
13. Term, suspension, termination
Either party may terminate at any time (you: in-app). We may suspend or terminate for material breach, carrier/legal compulsion, non-payment (§9.7), or AUP violations — with notice and reasons except where prohibited. On termination you may export your data (messages, contacts, consent records) for 30 days; thereafter we delete per our retention schedule.
14. Disclaimers
THE SERVICES ARE PROVIDED "AS IS." PAREA DISCLAIMS ALL IMPLIED WARRANTIES AND DOES NOT WARRANT UNINTERRUPTED SERVICE, MESSAGE DELIVERY, OR CARRIER BEHAVIOR. Deliverability depends on third-party networks and filtering outside Parea's control; delivery-status information is provided as received from carriers.
15. Limitation of liability
NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM; NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THESE LIMITS DO NOT APPLY TO YOUR INDEMNITY OBLIGATIONS (§3.5, §7), YOUR PAYMENT OBLIGATIONS, OR EITHER PARTY'S WILLFUL MISCONDUCT. [Attorney: align caps with insurance.]
16. Disputes
[DECISION REQUIRED: arbitration (with class waiver) vs. courts; governing law; venue. Note: if arbitration is chosen, evaluate mass-arbitration exposure.] Informal resolution first: legal@parea… with 30-day good-faith negotiation.
17. Changes to these Terms
We may update these Terms. Material changes require your renewed acceptance in-app (the same read-and-agree flow), with at least 14 days' notice; non-material changes are effective on posting with in-app notification. The version and effective date appear at the top; prior versions are archived and available.
18. General
Assignment (permitted for us on change of control; notice provided); force majeure; severability; entire agreement (these Terms + AUP + Privacy Policy + order forms); notices (in-app + email on file); no waiver; export compliance; US-government use.
Questions: legal@[domain]. Prior versions: [archive link].