Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between AMP Catalyst LLC, a limited liability company organized under the laws of the State of Delaware, USA (registration No. 7693186), with its registered office at 108 W. 13th Street, Suite 100, Wilmington, New Castle County, Delaware 19801, USA, doing business as “Imba” (“Imba”, “we”, “us”, “our”), and the person or entity that registers for, accesses, or uses the Service (“Customer”, “you”, “your”).

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to these Terms. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree, do not use the Service.

Section 21 contains a binding arbitration clause and a class action waiver that affect how disputes are resolved.

1. The Agreement

1.1 Documents. The agreement between you and Imba (the “Agreement”) consists of:

• (a) these Terms, including the Feature Modules in Part B;
• (b) the Acceptable Use Policy (“AUP”);
• (c) the Data Processing Addendum (“DPA”);
• (d) the AI Notice;
• (e) any order form, quote, or individually negotiated agreement signed by both parties (an “Order Form”);
• (f) any other policies expressly incorporated by reference.

The Privacy Statement and Cookie Statement explain how Imba handles personal data. They are notices, not contractual terms, except where expressly incorporated.

1.2 Order of precedence. In case of conflict, the following order applies, solely to the extent of the conflict:

1. an Order Form;
2. the DPA (as to the processing of personal data);
3. the Feature Modules in Part B (as to the relevant feature);
4. the body of these Terms;
5. the AI Notice;
6. the AUP.

1.3 Business use only. The Service is offered for business and professional purposes. By using the Service you represent that you are acting in the course of your trade, business, craft, or profession — including as a sole trader, creator, or freelancer — and not as a consumer.

1.4 Eligibility. You must be at least 18 years old, or the age of majority where you live if higher, and legally able to enter into contracts. You may not use the Service if you are barred from doing so under applicable law.

PART A — GENERAL TERMS

2. The Service

2.1 What Imba is. Imba is an AI-assisted, no-code platform for building, publishing, and operating Telegram Mini Apps (each, an “App”). It provides:

• a single library of configurable components — for example, containers, buttons, galleries, purchase components, paywalls and page-access controls, daily bonuses, referral blocks, leaderboards, quizzes, prediction games, prize wheels, forms, push notifications, and subscription-cancellation flows;
• AI-assisted generation and editing of Apps (“AI Features”);
• a database of the End Users of your Apps with statistics of their visits (“End User Database”);
• analytics, hosting, and related tools.

Together, all of these are the “Service”.

2.2 Imba is a tool provider. Imba provides the technology through which you build and operate your own App. You — not Imba — are the operator of your App and the provider of everything you offer to your End Users through it, including products, services, content, prizes, promotions, and communications. Imba is not a party to any transaction or relationship between you and your End Users.

2.3 Changes to the Service. We continuously develop the Service. We may add, modify, or remove features, components, or plans. If a change materially reduces the core functionality of a paid plan you have subscribed to, we will give you reasonable advance notice, and you may terminate the affected subscription under Section 17.3.

2.4 No affiliation with Telegram. Imba is an independent service and is not affiliated with, endorsed by, or sponsored by Telegram. Telegram, Telegram Mini Apps, and Telegram Stars are products of their respective owners.

3. Accounts

3.1 Registration. You must provide accurate, complete, and current information when you register and keep it updated.

3.2 Security. You are responsible for keeping your login credentials secure and for all activity under your account. You must enable any security features we reasonably require and notify us promptly at [email protected] of any unauthorized access or suspected compromise.

3.3 Team members. You may invite employees, contractors, or other individuals to access your account (“Authorized Users”). You are responsible for their compliance with the Agreement and for their acts and omissions as if they were your own.

3.4 Agencies and developers building for clients. If you use the Service to build or operate Apps on behalf of a client (a “Builder”):

• (a) you represent that you are authorized to act for your client and to accept the Agreement on its behalf;
• (b) you must make the Agreement, the AUP, and the AI Notice available to your client;
• (c) you and your client are jointly and severally responsible to Imba for compliance with the Agreement in relation to that client’s Apps.

3.5 Ownership disputes. If there is a dispute over who controls an account, workspace, App, or the data in it — for example, between an agency and its client, or a business and a former employee — we may decide based on reasonable evidence, such as the primary email address on the account, the person or entity whose payment details paid the fees, the owner of the Telegram bot connected to the App, or documents such as a business registration or signed agreement. We may suspend the disputed account or App until the parties resolve the dispute. We have no liability for acting in good faith under this Section.

4. Telegram Bots and Tokens

4.1 Your bot. Each App runs through a Telegram bot that you create and own. You are the owner and operator of your bot for all purposes, including under Telegram’s terms and policies, and you are responsible for its configuration, name, content, and use.

4.2 Bot tokens. To operate your App — for example, to send messages and push notifications on your behalf — you provide your bot’s access token to Imba. Imba stores the token on your behalf as your Confidential Information. Imba:

• (a) uses the token solely to provide the Service to you, as you instruct through the Service, and for the purposes described in Section 8.12;
• (b) protects the token with appropriate technical and organizational measures, including encryption and restricted access;
• (c) deletes the token within 30 days after you disconnect the bot or your account is terminated.

Imba does not acquire any ownership of your bot or token.

4.3 Telegram terms. You must comply with all terms, policies, and guidelines that Telegram applies to bots, Mini Apps, payments, and messaging (“Telegram Terms”). Imba is not responsible for any action Telegram takes against your bot, App, or account, including restriction, suspension, or removal.

4.4 Platform dependency. The Service depends on Telegram’s platform and APIs, which Imba does not control. Imba is not liable for any unavailability, change, or limitation of the Service caused by changes to, or actions of, Telegram.

5. Your Content and Your App

5.1 Your Content. “Customer Content” means all content, data, and materials that you or your Authorized Users submit to the Service or make available through your App — including texts, images, product information, prices, prize descriptions, form questions, messages, End User Database records, and Inputs to AI Features — and all data collected from End Users through your App (“End User Data”). As between you and Imba, you own your Customer Content.

5.2 License to Imba. You grant Imba and its service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, adapt (for example, to render on different devices or translate), and publish Customer Content to provide, maintain, secure, and support the Service, and for the limited purposes described in Section 12. The license ends when the relevant Customer Content is deleted from the Service, subject to backup cycles, legal retention, and Section 12.4.

5.3 Responsibility for your App. You are solely responsible for your App and Customer Content and for their compliance with applicable law in every jurisdiction where your App is available or where your End Users are located, including consumer protection, e-commerce, advertising, marketing, data protection, promotions, sweepstakes, lotteries, gaming, gambling, tax, intellectual property, and sector-specific laws. Imba does not review Apps or Customer Content for legal compliance and does not provide legal advice.

5.4 Rights to Customer Content. You represent and warrant that you have all rights, licenses, and consents necessary to submit Customer Content, to grant the licenses in these Terms, and to operate your App, and that neither Customer Content nor your App infringes or violates any third-party right or applicable law.

5.5 Backups and copies. We maintain backups for our own operational resilience only. Imba does not provide data export, transfer, or migration services. You are responsible for keeping your own copies of the materials you upload to the Service and of the data you send to Third-Party Services through integrations.

5.6 Removal. We may remove or disable access to any Customer Content or App, or restrict any feature, if we reasonably believe it violates the Agreement or applicable law, or exposes Imba, End Users, or third parties to harm or legal liability. Where reasonable and lawful, we will notify you and give you an opportunity to remedy the issue first. Section 18 describes suspension, and the AUP describes our notice-and-action and appeals process.

6. End Users

6.1 Who End Users are. “End Users” are the individuals who open, view, or interact with your App.

6.2 No relationship between Imba and End Users. Imba has no contractual relationship with your End Users. You are responsible for:

• (a) providing End Users with your own terms of use and a privacy policy that is accurate, legally compliant, and accessible from your App and your bot;
• (b) disclosing in your privacy policy that End User Data is processed by Imba as your service provider, and that End Users may receive the notices described in Section 8.12;
• (c) obtaining any consents and providing any notices required by applicable law;
• (d) responding to End User requests and complaints, including data subject rights requests, refund requests, and prize claims.

6.3 Data protection roles. For End User Data processed to provide the Service to you, you are the controller (or equivalent) and Imba is your processor (or equivalent), as set out in the DPA. Imba acts as an independent controller only for the limited purposes listed in Section 3 of the DPA.

6.4 Requests sent to Imba. If Imba receives a request or complaint from an End User concerning your App, we may forward it to you and inform the End User that you are responsible for handling it.

6.5 Security incidents on your side. If you become aware that End User Data obtained through the Service has been accessed or disclosed without authorization through your systems or accounts, you must notify Imba without undue delay at [email protected].

7. Messaging and Push Notifications

7.1 You are the sender. Messages and push notifications sent through your App or bot using the Service are sent by you and on your behalf. You determine their content, recipients, and timing.

7.2 Consent and opt-out. Telegram’s technical permission for a bot to message a user is not, by itself, consent to marketing communications under the laws of many jurisdictions. You are solely responsible for:

• (a) obtaining any consent required by applicable law before sending marketing or promotional messages, and keeping records of those consents;
• (b) honoring opt-out requests promptly;
• (c) including clear opt-out instructions where required;
• (d) complying with anti-spam and electronic-communications laws.

7.3 Prohibited messaging. You must not use the Service to send unsolicited bulk messages, deceptive messages, or messages that violate the AUP or Telegram Terms.

8. Fees, Credits, and Transaction Fees

8.1 Plans. The Service is offered on two bases:

• (a) Self-serve plans — purchased online and paid monthly in advance by card. The current plans are:

“Unlimited” means that the plan sets no fixed limit; use remains subject to the AUP and to reasonable technical limits that protect the Service. Subscription Fees, Transaction Fees, and plan features may be changed under Section 8.13.

• (b) Enterprise plans — configured individually under an Order Form. Unless the Order Form states otherwise, Enterprise fees are invoiced monthly and payable by bank transfer within the period stated in the invoice or Order Form, and Sections 8.2–8.14 apply.

8.2 AI credits.

• (a) What credits are. Plans include a monthly allowance of credits that are consumed when you use AI Features (“Credits”). The amount of Credits consumed by an action is shown in the Service and may vary by action type and AI model tier.
• (b) Plan Credits. Credits included in your plan under Section 8.1 (“Plan Credits”) are restored to your plan’s monthly allowance at the start of each monthly period. Unused Plan Credits do not roll over.
• (c) Purchased Credits. On plans where this is available under Section 8.1, you may purchase additional Credits (“Purchased Credits”) in the following packages, at the prices below, excluding taxes:

The price is charged to the payment card linked to your account at the time of purchase. Packages and prices may be changed under Section 8.13. Purchased Credits do not expire and carry over from month to month, including if you change plans, for as long as your account exists. They are forfeited when the account is deleted or the Agreement ends for any reason (Sections 17.5 and 17.6). Where applicable law requires prepaid balances to have a limited validity period, Purchased Credits bought by Customers in that jurisdiction expire at the end of the period shown in the Service at the time of purchase, and Imba will notify you before they expire.

• (d) Order of use. Purchased Credits are used before Plan Credits, oldest first.
• (e) Nature of Credits. Credits are a prepaid right to use AI Features only. They are not legal tender, money, e-money, or currency of any kind, have no cash value, and cannot be transferred, sold, or exchanged. Only the holder of the account to which they were credited may use them. Purchased Credits are deemed delivered when they are credited to your account.
• (f) Not Coins. Credits are entirely separate from Coins under Part B, Module 2. Credits cannot be converted into Coins, and Coins cannot be converted into Credits.
• (g) Model tiers. Plans may provide access to different AI model tiers (for example, “Standard” and “Advanced”). Imba may change the underlying models used for any tier, provided the tier’s overall capability is not materially reduced.

8.3 Plan limits.

• (a) General. If your use exceeds the limits of your plan, for example the number of Apps, Imba may require you to upgrade or may restrict functionality that exceeds the limit, after notifying you in the Service.
• (b) End User limit. Where a plan limits the number of monthly active End Users (“MAU”, meaning unique End Users who open an App in a calendar month) — as set out in Section 8.1 — and that limit is exceeded: (i) Imba will notify you in the Service, and a 24-hour grace period begins; (ii) during the grace period, your App remains available to End Users, but you cannot edit the App or send push notifications; and (iii) if you have not upgraded to a plan that covers your MAU by the end of the grace period, the App will be unavailable to End Users until you upgrade.
• (c) Your responsibility. You are responsible for monitoring your usage and for any consequences of your App becoming unavailable under this Section, including toward End Users who have paid you or are entitled to Prizes.

8.4 Imba branding. On plans that include Imba branding under Section 8.1, your App will display a “Made on IMBA” badge or similar attribution. You must not remove, hide, or alter it. Imba may link the badge to its website.

8.5 Automatic renewal. Subscriptions renew automatically for successive periods of the same length unless you cancel before the end of the current period. Cancellation takes effect at the end of the current billing period. You can cancel in your account settings or by contacting [email protected].

8.6 Transaction Fees. In addition to Subscription Fees, Imba charges a fee on transactions between you and your End Users that are initiated through your App, including purchases, paywall payments, and subscriptions processed by your Payment Provider (“Transaction Fees”). Transaction Fees apply on all plans, including the Free plan. The rate is the one set out in Section 8.1 for the plan active on the date of the transaction or, for Enterprise plans, in the Order Form. Rates are a percentage of the gross transaction amount and may be changed under Section 8.13. Transaction Fees do not include, and are charged in addition to, any fees for acquiring or payment processing charged by your Payment Provider, acquiring bank, or any other payment system connected to your App, such as Telegram for payments in Telegram Stars. You pay those fees directly under your agreements with those providers, and they do not reduce the Transaction Fees owed to Imba.

8.7 Monthly invoicing in arrears. Between the 1st and 3rd day of each calendar month, Imba issues an invoice for Transaction Fees accrued in the preceding calendar month, including any partial month. Invoices are due within 7 days of the invoice date, unless your Order Form states otherwise. You must pay each invoice by the payment method stated in it. If you have a payment card on file, Imba may charge the invoiced amount to that card on or after the due date. Transaction Fees are payable on all plans, including the Free plan.

8.8 Calculation and data.

• (a) Imba calculates Transaction Fees on the basis of payment confirmations that your Payment Provider sends to the Service for each transaction, together with the prices of the products, access, or subscriptions configured in your App. Imba’s records of these confirmations and prices are used for the calculation.
• (b) You must not configure your App, Payment Provider, or payment flows to avoid, conceal, or under-report transactions subject to Transaction Fees, including by processing payments for App content outside the Service’s payment flows.
• (c) If you dispute an invoice, you must notify us in writing within 15 days of the invoice date with reasonable supporting detail. Undisputed amounts remain payable.
• (d) Imba may request reasonable records to verify transaction volumes, not more than once per 12 months, unless a prior verification revealed under-reporting.

8.9 Payment of fees. Fees are payable in the currency shown at checkout or in your invoice or Order Form, using a payment method we accept. In some countries, Imba accepts payments through an authorized payment agent acting on Imba’s behalf; in that case the agent’s payment terms also apply, and payment to the agent discharges your payment obligation to Imba. You authorize Imba and its payment processors to charge your payment method for all fees when due. Fees are exclusive of taxes.

8.10 Service rendered; no refunds.

• (a) When the service is rendered. The service paid for by a Subscription Fee is deemed fully rendered at the moment the rights of the relevant plan under Section 8.1 are granted to your account and its Plan Credits are credited to it, for each billing period. Purchased Credits are deemed fully delivered at the moment they are credited to your account.
• (b) No refunds. All payments to Imba — including Subscription Fees, fees for Purchased Credits, and Transaction Fees — are non-refundable, in whole or in part, in all cases, including for partially used periods, unused features or Credits, downgrades, cancellation, suspension, App withdrawal under Section 8.12, account deletion, or termination of the Agreement by either party for any reason.
• (c) Mandatory law. This Section does not affect any right to a refund that cannot be excluded under applicable law, or different terms expressly agreed in an Order Form.

8.11 Late payment. If any amount is overdue, Imba may: (a) charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by law, whichever is lower; (b) recover reasonable collection costs; and (c) take the measures described in Section 8.12.

8.12 Overdue payments: App withdrawal and Alternative Apps.

• (a) Trigger. This Section applies if any undisputed amount — including Subscription Fees or Transaction Fees — remains unpaid more than 10 days after its due date, and Imba has sent at least one payment reminder to your account’s primary email address.
• (b) App withdrawal. Imba has the right, at its sole discretion and without further notice, to withdraw any or all of your Apps until all overdue amounts, including interest, are paid in full. Withdrawal means that Imba may unpublish the App, make it unavailable to End Users, and suspend your and your Authorized Users’ access to manage, edit, publish, or send messages from the App. During withdrawal, Imba will continue to give you the information you need to answer End Users’ data protection requests.
• (c) Unavailability page and Alternative Apps. While an App is withdrawn, Imba may display to End Users who open it a page stating that the App is temporarily unavailable, that questions about the App, its content, purchases, subscriptions, or Prizes should be directed to you as its operator, and presenting other Apps built on Imba selected by Imba at its discretion (“Alternative Apps”).
• (d) Messages to End Users. Imba may also send End Users, through your bot, a limited number of messages with the information described in (c). Where applicable law requires an End User’s consent to receive suggestions of Alternative Apps by message, Imba will include them only in messages to End Users who have given that consent; all other messages will contain only the unavailability information.
• (e) Your authorization and disclosures. You authorize Imba to use your App’s address and your bot token for the purposes of this Section. You must disclose in your App’s privacy policy that, if the App becomes unavailable, End Users may be informed of this and shown other Apps built on Imba (Section 6.2).
• (f) Content of notices. Imba will word these notices factually. They will not state the reason for the unavailability or any amount owed.
• (g) Ownership unaffected. Withdrawal does not transfer to Imba any ownership of your bot, your Customer Content, or your End User Data.
• (h) Restoration and termination. Imba will restore a withdrawn App within a reasonable time after all overdue amounts are paid in full. If the amounts remain unpaid 30 days after withdrawal, Imba may terminate the Agreement under Section 17.4(b), and Section 17.5 applies.
• (i) No liability. Imba has no liability to you for any measure taken in good faith under this Section. You remain solely responsible toward your End Users for the unavailability of your App, including for paid content, subscriptions, and Prizes.

8.13 Price and plan changes. We may change Subscription Fees, Transaction Fee rates, Purchased Credit packages and prices, or plan features and limits by giving at least 30 days’ notice. Changes to Purchased Credit packages and prices apply to purchases made after the notice period ends. Changes apply from your next billing period (Subscription Fees and plan features) or from the first day of the calendar month after the notice period ends (Transaction Fees). If you do not agree, you may cancel before the change takes effect.

8.14 Taxes. You are responsible for all taxes, duties, and levies associated with your use of the Service, other than taxes on Imba’s net income. If Imba is required to collect taxes, they will be shown on the invoice. If you are required by law to withhold any tax, you must gross up the payment so that Imba receives the full invoiced amount, unless the law prohibits this.

9. Confidentiality

9.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. Customer’s Confidential Information includes bot tokens, API keys, and non-public Customer Content, subject to Section 11.6. Imba’s Confidential Information includes non-public information about the Service, pricing in Order Forms, security measures, and product plans.

9.2 Obligations. The receiving party will use the disclosing party’s Confidential Information only to perform under or exercise rights under the Agreement. It will protect that information with at least reasonable care and disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

9.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party; was lawfully known to the receiving party before disclosure; is lawfully received from a third party without a duty of confidentiality; or is independently developed without use of the Confidential Information.

9.4 Compelled disclosure. The receiving party may disclose Confidential Information if required by law. Where legally permitted, it will give prior notice and reasonable assistance so the disclosing party can seek protection.

9.5 Duration. These obligations continue during the Agreement and for 5 years after it ends, and indefinitely for trade secrets and credentials.

10. Data Protection

10.1 Privacy Statement. Imba’s processing of personal data as a controller — including data about Customers, Authorized Users, and website visitors, and the limited End User processing listed in Section 3 of the DPA — is described in the Privacy Statement.

10.2 DPA. To the extent Imba processes personal data on your behalf as your processor, the DPA applies and forms part of the Agreement.

10.3 Data location. Imba’s primary hosting infrastructure is located in Finland (European Union). Some service providers — including third-party AI model providers — may process data in other countries, as described in the Privacy Statement and the DPA.

10.4 Sensitive data. Unless expressly agreed in an Order Form, you must not use the Service to collect or process through your App: special categories of personal data (for example, health, biometric, or genetic data, or data revealing racial or ethnic origin, political opinions, religious beliefs, sexual orientation, or trade union membership); government identification numbers; full payment card data; or personal data of children under 13, or under the age of digital consent applicable to the End User if higher.

11. Intellectual Property

11.1 Imba’s IP. Imba and its licensors own all rights, title, and interest in the Service, including software, components, templates provided by Imba, AI Features, prompts, datasets, models, documentation, designs, trademarks, and all improvements, and in Platform Insights. Except for the rights expressly granted to you, no rights are transferred to you.

11.2 Your license to the Service. Subject to the Agreement and payment of applicable fees, Imba grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Service to build and operate your Apps.

11.3 Restrictions. You must not, and must not allow anyone else to:

• (a) copy, modify, or create derivative works of the Service, except as the Service’s features expressly allow;
• (b) reverse engineer, decompile, or attempt to extract source code, models, prompts, or datasets, except to the extent this restriction is prohibited by law;
• (c) resell, sublicense, or provide the Service to third parties as a standalone offering, except as a Builder under Section 3.4 or under a written reseller agreement with Imba;
• (d) use the Service or its outputs to build a competing product, or to train models that compete with Imba;
• (e) circumvent usage limits, security measures, or fees;
• (f) scrape, crawl, or use automated means to access the Service except through documented interfaces;
• (g) use the Service in breach of the AUP.

11.4 Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation.

11.5 Templates and components. Templates and components provided by Imba are licensed to you for use within your Apps on the Service only. You may not extract or redistribute them as standalone assets.

11.6 Customer references and case studies.

• (a) Your consent. By registering for the Service, you agree that Imba may publish information about you and your Apps built on the Service (“Case Studies”) on its website, including its “Cases” section, in educational materials, courses, and webinars, in sales presentations, on social media, and in other marketing materials, to train users and demonstrate the results of solutions built on Imba.
• (b) What Imba may publish. Case Studies may include: your name, trade name, logo, and trademarks; your name and image as a creator or expert, where you use the Service as an individual; the name, description, and purpose of your App; screenshots, screen recordings, and descriptions of your App’s design, structure, components, and mechanics; and your App’s performance and economic metrics — such as number of users, conversion, retention, engagement, time in App, growth, revenue, average order value, and lifetime value — presented as absolute figures, ranges, or percentages.
• (c) What Imba will not publish. Case Studies will not include personal data of your End Users, your bot token or other credentials, or your payment details.
• (d) License. You grant Imba a worldwide, non-exclusive, royalty-free license to use your name, trademarks, logo, image, and App content for Case Studies during the Agreement, and a perpetual license to continue using Case Studies created before the Agreement ends.
• (e) Right to stop or change. Only Customers with an active Scale or Enterprise plan may ask Imba to stop publishing, or to change, Case Studies about them, by emailing [email protected]. Imba will act on such a request within a reasonable time for its website and for materials prepared after the request; materials already distributed, such as recorded webinars, need not be withdrawn. A request applies while the Customer’s Scale or Enterprise plan remains active. Customers on other plans may not object to or require changes to Case Studies.
• (f) Accuracy. Imba will base Case Studies on data recorded in the Service or provided by you and will present it accurately.
• (g) Confidentiality carve-out. Publication of Case Studies under this Section, including of economic metrics, is not a breach of Section 9.
• (h) Aggregated statistics. Imba may also publish Platform Insights.

12. Data Use, AI Training, and Platform Insights

12.1 Default rule. Imba uses Customer Content to provide, maintain, secure, and support the Service, and otherwise only as described in this Section 12.

12.2 AI Training Data. On self-serve plans, you grant Imba a worldwide, non-exclusive, royalty-free license to use the following to develop, train, test, and improve Imba’s prompts, datasets, and AI Features (“AI Training Data”):

• (a) your Inputs to AI Features and the resulting Outputs;
• (b) the configuration, structure, components, and design of your Apps;
• (c) App performance and usage metrics, in aggregated and de-identified form only.

12.3 No opt-out; Enterprise plans. The use of AI Training Data is part of how the Service is provided and priced on self-serve plans and cannot be disabled. AI Training Data is not used for Customers on Enterprise plans, unless their Order Form says otherwise.

12.4 What Imba does not use. Imba does not use End User Data — including End Users’ Telegram identifiers, names, form responses, messages, End User Database records, and transaction details — to train AI models. Data already incorporated into AI Training Data may not be removable from trained prompts, datasets, or models.

12.5 Platform Insights. Imba may compile aggregated, anonymized statistics and insights derived from use of the Service across Apps and Customers (“Platform Insights”). Platform Insights do not identify you, your App, your End Users, or any individual. Imba owns Platform Insights and may use them for any lawful purpose, including in AI Features, benchmarks, and marketing.

12.6 Third-party AI providers. Imba uses third-party AI model providers, named in the AI Notice, to deliver AI Features. Inputs and relevant context — including your App’s configuration, content, and analytics data in aggregated, anonymized form — are transmitted to those providers to generate Outputs. Imba uses these providers under terms that do not permit them to use your Inputs or Outputs to train their own general-purpose models. More information is in the AI Notice and the DPA.

13. Third-Party Services

13.1 Integrations. The Service may let you connect third-party services, such as payment providers, CRMs, analytics tools, and messaging services (“Third-Party Services”). Your use of Third-Party Services is governed by your agreements with those providers. Imba does not control and is not responsible for Third-Party Services.

13.2 Data sharing. By enabling a Third-Party Service, you instruct Imba to exchange data with it as needed for the integration.

14. Beta and Free Features

14.1 Features labelled beta, preview, early access, or similar (“Beta Features”), and free plans or trials, are provided “as is” and “as available”, without warranties, service levels, or support commitments. They may be changed or discontinued at any time. Imba has no liability arising from Beta Features or free plans, to the maximum extent permitted by law.

15. Warranties and Disclaimers

15.1 Mutual. Each party represents that it has the authority to enter into the Agreement.

15.2 Disclaimer. Except as expressly stated in the Agreement, the Service, AI Features, Outputs, templates, and all related materials are provided “as is” and “as available”. To the maximum extent permitted by law, Imba disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment; any warranty that the Service will be uninterrupted, error-free, or secure; and any warranty that Outputs or Apps will achieve any business result, including revenue, conversion, retention, or acquisition-cost results described in Imba’s marketing materials.

15.3 Your responsibility for outcomes. You are responsible for reviewing your App, Outputs, and Customer Content before publishing them, and for all decisions you make based on them.

16. Limitation of Liability

16.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, however caused and on any theory of liability, even if advised of the possibility.

16.2 Cap. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the total fees (Subscription Fees, fees for Purchased Credits, and Transaction Fees) paid by you to Imba in the 12 months before the event giving rise to the claim. If you have used only free plans, the cap is USD 100.

16.3 Exceptions. The limitations in Sections 16.1 and 16.2 do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 19; (c) your breach of Section 11.3 (Restrictions) or of Part B, Module 2 (Coins and Game Mechanics); (d) liability for fraud, gross negligence, or willful misconduct; or (e) any liability that cannot be limited under applicable law.

16.4 Essential basis. The parties agree that these limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

17. Term and Termination

17.1 Term. The Agreement starts when you first accept these Terms or use the Service and continues until terminated.

17.2 Termination by you. You may stop using the Service and cancel your subscription at any time. Cancellation takes effect at the end of the current billing period (Section 8.5). Transaction Fees accrued up to termination remain payable and will be invoiced under Section 8.7, including for the final partial month.

17.3 Termination for material change. If Imba makes a change described in Section 2.3 or a material adverse change to these Terms (Section 20), you may terminate the affected subscription by written notice within 30 days of the change. Section 8.10 applies, and no fees are refunded.

17.4 Termination by Imba.

• (a) Imba may terminate for convenience by giving at least 30 days’ notice. Section 8.10 applies, and no fees or unused Credits, including Purchased Credits, are refunded.
• (b) Imba may terminate immediately on notice if you materially breach the Agreement and, where the breach is curable, fail to cure it within 10 days of notice.
• (c) Imba may terminate immediately if required by law or by a governmental authority.

17.5 Effect of termination.

• (a) Your right to use the Service ends, and your Apps will be unpublished.
• (b) Imba will delete Customer Content from active systems within 60 days after termination, and from backups in the ordinary course of backup rotation, subject to legal retention obligations. Imba does not export, return, or transfer Customer Content to you or to any other provider, and does not assist with moving to another platform.
• (c) Deletion under (b) does not apply to Platform Insights or to AI Training Data already incorporated into Imba’s prompts, datasets, or models in accordance with Section 12.
• (d) Unused Credits, including Purchased Credits, are forfeited without refund or compensation.
• (e) Sections that by their nature should survive will survive, including Sections 8, 9, 11, 12, 15, 16, 17.5, 19, 21, and 22.

17.6 Inactive accounts.

• (a) Inactivity. An account is inactive if, for more than 12 consecutive months, there has been no login to the Service by you or any Authorized User, no change to the account or its Apps, and no payment to Imba.
• (b) Notice. Imba will notify you by email to your account’s primary email address, and where possible in the Service, at least 30 days before deleting an inactive account.
• (c) Deletion. If you do not log in or otherwise resume activity before the end of the notice period, including if you ignore the notice, Imba may delete the account on expiry of that period. Deletion is irreversible and covers the account, all its Apps, Customer Content, End User Data, and all unused Credits, including Purchased Credits, without refund or compensation of any kind.
• (d) Effect. Deletion of an account under this Section terminates the Agreement for that account. Amounts already due to Imba remain payable.

18. Suspension

18.1 Imba may suspend all or part of the Service, your account, or any App, immediately and with notice where practicable, if:

• (a) you breach the AUP, Part B, Module 2, or applicable law;
• (b) undisputed fees are overdue as described in Section 8.12;
• (c) suspension is necessary to prevent harm to the Service, Imba, End Users, or third parties, or to respond to a security incident;
• (d) required by law, a governmental authority, or Telegram.

18.2 Imba will limit suspension to what is reasonably necessary and lift it once the cause is resolved.

19. Indemnification

19.1 By you. You will defend, indemnify, and hold harmless Imba, its affiliates, and their officers, directors, employees, and agents from and against all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) your Apps and Customer Content;
• (b) your relationships and transactions with End Users, including purchases, subscriptions, refunds, chargebacks, and complaints;
• (c) any promotion, giveaway, prize, prediction game, prize wheel, leaderboard, quiz, or other game mechanic operated through your App, including claims by End Users or regulators;
• (d) messages and push notifications sent through your bot or App;
• (e) your breach of the Agreement, the AUP, Telegram Terms, or applicable law;
• (f) any claim that Customer Content infringes or misappropriates third-party rights;
• (g) taxes related to your sales to End Users;
• (h) for Builders, claims by your clients.

19.2 By Imba. Imba will defend you against any third-party claim alleging that the Service, as provided by Imba and used in accordance with the Agreement, infringes that third party’s copyright or trademark, and will indemnify you against damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content; Outputs; combinations of the Service with items not supplied by Imba; modifications not made by Imba; free plans or Beta Features; or use in breach of the Agreement. If such a claim is made or appears likely, Imba may modify the Service, procure a license, or terminate the affected Service. This Section states Imba’s entire liability for infringement claims.

19.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim; give it sole control of the defense and settlement, provided that no settlement imposing obligations on the indemnified party may be made without its consent, not unreasonably withheld; and provide reasonable cooperation at the indemnifying party’s expense.

20. Changes to These Terms

20.1 We may update these Terms from time to time. For material changes, we will notify you at least 30 days before they take effect, by email or in the Service. Changes required by law may take effect sooner.

20.2 If you continue to use the Service after the effective date, you accept the updated Terms. If you do not agree to a material change, you may terminate under Section 17.3.

20.3 The prior version of the Terms governs disputes arising before the effective date of an update.

21. Governing Law and Dispute Resolution

21.1 Governing law. The Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

21.2 Informal resolution. Before starting any proceeding, a party must notify the other in writing and both must try in good faith to resolve the dispute for at least 30 days.

21.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association under its International Arbitration Rules, before a single arbitrator. The seat of arbitration is Wilmington, Delaware, the language is English, and hearings may be held remotely. Judgment on the award may be entered in any court of competent jurisdiction.

21.4 Exceptions. Either party may (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information; (b) bring an individual claim in small claims court where available; or (c) bring a court action to collect unpaid fees.

21.5 Class action waiver. Disputes will be resolved only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, consolidated, or representative proceeding.

21.6 Mandatory local law. Nothing in this Section limits any non-waivable right you have under the mandatory law of your jurisdiction.

22. General

22.1 Notices. Imba may give notices by email to your account’s primary email address or through the Service. You must send legal notices to [email protected], with a copy to the registered address above.

22.2 Assignment. You may not assign the Agreement without Imba’s prior written consent. Imba may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

22.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures or actions of Telegram, cloud or AI providers, internet outages, government actions, or natural disasters. This does not excuse payment obligations.

22.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

22.5 No third-party beneficiaries. There are no third-party beneficiaries to the Agreement, including End Users.

22.6 Severability and waiver. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. Failure to enforce a provision is not a waiver.

22.7 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior agreements. Any purchase order or other terms you provide are void.

22.8 Language. These Terms are drafted in English. Translations are provided for convenience only. In case of conflict, the English version prevails, except where local law requires otherwise.

22.9 Electronic acceptance. The Agreement may be accepted electronically and has the same effect as a signed document.

PART B — FEATURE MODULES

Each Module applies only if you enable or use the relevant feature. If a Module conflicts with Part A, the Module governs as to that feature.

Module 1 — Payments from End Users

M1.1 You are the seller. If you sell products, services, digital content, access, or subscriptions to End Users through your App, using the purchase component, paywalls, page-access controls, or subscription flows (“Commerce Activities”), you are the seller and merchant of record. Imba is not a party to, and has no liability for, any sale or transaction between you and your End Users.

M1.2 Your Payment Provider. Payments are processed by a payment service provider that you select and contract with directly (“Payment Provider”). Imba does not receive, hold, or transmit End User funds. Your relationship with your Payment Provider, including its restricted and prohibited business rules, is governed by its terms.

M1.3 Your responsibilities. You are solely responsible for: (a) the accuracy of product descriptions, prices, and terms of sale; (b) fulfillment and delivery; (c) calculating, collecting, reporting, and remitting all taxes on your sales, and issuing invoices or receipts required by law; (d) refunds, cancellations, chargebacks, disputes, and End User complaints; (e) compliance with consumer protection, distance-selling, and e-commerce laws in each country where you sell, including mandatory withdrawal rights, cancellation rights, and pre-contract information; and (f) providing your contact details to End Users.

M1.4 Recurring payments. If you offer recurring subscriptions to End Users, you are responsible for obtaining the End User’s clear consent to recurring charges, providing any required reminders before renewal, and providing a cancellation method that complies with applicable law. The Service’s subscription list and cancel-subscription components are tools to help you; configuring them correctly, keeping them available to End Users, and honoring cancellations is your responsibility.

M1.5 Transaction Fees. Transactions in your Commerce Activities are subject to Transaction Fees under Sections 8.6–8.8, which are separate from and do not include your Payment Provider’s fees.

Module 2 — Coins and Game Mechanics

M2.1 Scope. This Module applies to the Service’s in-App virtual currency (“Coins”) and to game and engagement mechanics built with it, including daily bonuses, quizzes, prediction games, prize wheels, leaderboards, referral rewards, secret codes, and channel-subscription rewards (“Game Mechanics”).

M2.2 Coins have no monetary value. Coins are a promotional loyalty and engagement tool. Coins: (a) have no monetary value and are not money, e-money, a payment instrument, a security, or a cryptocurrency; (b) cannot be purchased with money, Telegram Stars, cryptocurrency, or any other thing of value, directly or indirectly; (c) cannot be redeemed, cashed out, sold, or exchanged for money or any monetary equivalent; (d) cannot be transferred between End Users or between Apps; and (e) are a limited right to use within a single App, and may be modified, reset, or cancelled as described in M2.6.

M2.3 How Coins may be earned. Coins may be awarded to End Users only for free actions within your App — for example, daily visits, completing quizzes, subscribing at no cost to a Telegram channel or social media page, entering a secret code, inviting friends, completing a form, participating in prediction games or leaderboards with Coins, or manual awards at your discretion.

M2.4 No purchase link. You must not: (a) sell Coins or offer them in exchange for any payment, including Telegram Stars; (b) award Coins as a bonus, reward, or incentive for any purchase, paywall payment, paid subscription, paid plan or tier, or other payment, including through leaderboards or group rewards that are available only to paying End Users; (c) allow Coins to be obtained, directly or indirectly, through any payment; or (d) operate any arrangement that gives Coins, or anything obtained with Coins, a cash or resale value. Breach of this M2.4 is a material breach and may result in immediate suspension of the relevant App.

M2.5 Prizes and real-world rewards. If your App offers prizes, rewards, discounts, goods, or other benefits of value — whether through prize wheels, prediction games, leaderboards, quizzes, referral programs, or exchanges of Coins (“Prizes”):

• (a) you are solely responsible for the Prizes and the related promotion, including designing and publishing clear, complete, and lawful official rules; eligibility criteria, including age and territory; the configuration of odds or probabilities and any disclosure of them required by law; selecting winners; delivering Prizes; taxes on Prizes; and obtaining any permits, licenses, registrations, or approvals required for promotions, sweepstakes, contests, lotteries, or games of chance in each jurisdiction where your App is available;
• (b) you must not make participation in any Game Mechanic involving Prizes conditional on a purchase or payment;
• (c) you must make your App’s Game Mechanics unavailable in any jurisdiction where they would be unlawful;
• (d) Imba is not the sponsor, organizer, or operator of any promotion or Game Mechanic in your App, does not determine outcomes, and is not responsible for awarding or delivering Prizes.

M2.6 Imba’s controls. Imba may, at any time and without liability, disable, restrict, or geo-block any Game Mechanic or the Coin feature for any App, territory, or End User, and reset or cancel Coin balances where reasonably necessary to address fraud, abuse, legal risk, or a breach of this Module — including where Imba becomes aware that a Game Mechanic in an App may violate the laws of a country where the App is available.

M2.7 Prediction games. Prediction games must be played only with Coins earned in accordance with M2.3. You must not use prediction games to enable betting or wagering of money or anything of monetary value, or to replicate betting markets on real-world events in jurisdictions where this is restricted.

M2.8 Fraud and abuse. You are responsible for monitoring Game Mechanics in your App for abuse — for example, fake referrals, multi-accounting, and bots. Imba’s anti-abuse measures, such as minimum activity thresholds for referral credit, do not shift this responsibility to Imba.

M2.9 App closure. When an App is unpublished or the Agreement ends, Coin balances in that App are extinguished. You are responsible for informing End Users and fulfilling any outstanding Prize obligations.

M2.10 Clear rules. You must describe each Game Mechanic in your App clearly, including how Coins are earned and spent, the period and criteria of each leaderboard, team competitions, the conditions for winning, and any outcome that reduces an End User’s Coin balance (for example, a prize-wheel sector or a lost prediction).

M2.11 Partner tasks. If you offer End Users tasks on behalf of third parties — for example, subscribing to a partner’s channel or social media page — and receive any compensation for them, you are responsible for the partner’s content, for labelling the task as advertising where required, and for complying with advertising and disclosure laws. Completing such a task must remain free for the End User (M2.3).

Module 5 — Custom Code, Embeds, and Integrations

M5.1 Custom code. The Service lets you add your own code or embed external web pages in your App, for example through the HTML element (“Custom Code”). Custom Code is Customer Content. You are solely responsible for it, including its security, its compliance with the AUP and applicable law, and any cookies, pixels, trackers, or analytics it sets and the consents they require.

M5.2 Embedded media. If you embed third-party media — for example, videos or live streams from YouTube, Rutube, or similar services — you are responsible for having the right to do so and for complying with the terms of those services. Imba does not control and is not responsible for third-party media.

M5.3 Form and data integrations. If you configure forms or other components to send data to Third-Party Services — for example, a spreadsheet, a CRM, or a team chat — you instruct Imba to transfer that data, and you are responsible for the security and lawful use of the data once it reaches those services.

M5.4 Imba’s controls. Imba may disable or remove Custom Code or embeds that it reasonably believes are malicious, harm the Service or End Users, breach the Agreement, or violate the laws of a country where the App is available, with notice where practicable.

Module 3 — AI Features

M3.1 Inputs and Outputs. You may submit briefs, instructions, examples, files, and other inputs to AI Features (“Inputs”) and receive generated content, designs, App structures, texts, images, and moodboards (“Outputs”). As between you and Imba, Inputs and Outputs are Customer Content, subject to Imba’s rights in Sections 11 and 12.

M3.2 Accuracy. Outputs are generated automatically and may be inaccurate, incomplete, non-unique, or inappropriate. You must review all Outputs before publishing or relying on them. Similar Outputs may be generated for other customers.

M3.3 Input restrictions. You must not submit Inputs that you do not have the right to use, and you must not include personal data in Inputs beyond what is strictly necessary for building your App. You must never include sensitive personal data in Inputs.

M3.4 Use restrictions. You must not use AI Features to generate content that violates the AUP or applicable law; to mislead anyone that Outputs are human-made where disclosure is required; or to develop competing AI models or datasets.

M3.5 Credits. Use of AI Features consumes Credits under Section 8.2.

M3.6 More information. The AI Notice describes AI Features, the use of third-party AI providers, and AI Training Data in more detail.

Module 4 — End User Database

M4.1 The End User Database automatically records End Users who open your App, together with statistics of their visits, so that you can understand your audience. It does not provide End Users’ contact details. You are responsible for having a lawful basis for that processing, configuring data collection proportionately, and honoring End User requests to access, correct, or delete their data. The Service provides tools to help you do this.

M4.2 You must not use End User Database data in breach of the AUP, Telegram Terms, or applicable law — for example, by selling End User data or using it for unsolicited messaging.

Regional Provisions

Where local law gives you rights that cannot be excluded or limited by contract, those rights continue to apply and prevail over any conflicting provision of these Terms. In particular, for Customers in the European Economic Area, the United Kingdom, and Switzerland, nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or where such limitation is otherwise prohibited.

Contact

AMP Catalyst LLC (Imba), 108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA. Email: [email protected]

Definitions

Capitalized terms have the meanings given where they are first defined, including: Agreement, AI Features, AI Training Data, Alternative Apps, App, AUP, Authorized Users, Beta Features, Builder, Case Studies, Coins, Commerce Activities, Confidential Information, Credits, Custom Code, End User Database, Customer Content, DPA, End User Data, End Users, Game Mechanics, Inputs, MAU, Order Form, Outputs, Payment Provider, Plan Credits, Platform Insights, Prizes, Purchased Credits, Service, Subscription Fees, Telegram Terms, Third-Party Services, and Transaction Fees.