Legal

Terms of Service

Effective date: 1 June 2025 · Last reviewed: 1 June 2025

Please read these Terms of Service ("Terms", "Agreement") carefully before using the MessengerPanda platform ("Service", "Platform"), a software-as-a-service application provided by Palladium Innovations ("the Company", "we", "us", "our"), operating as MessengerPanda. By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Acceptance of Terms

By accessing or using MessengerPanda, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. These Terms apply to all users, including free-tier users, paid subscribers, and administrators.

If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms, and all references to "you" apply to that organisation.

2. Eligibility

You must be at least 18 years of age to use the Service. By using MessengerPanda, you represent that you are at least 18 years old, have the legal capacity to enter into a binding contract, and are not prohibited from using the Service under any applicable law.

3. Account Creation and Security

You must provide accurate, current, and complete information during registration and keep your account information updated at all times. You are solely responsible for:

  • Maintaining the confidentiality of your password and account credentials.
  • All activity that occurs under your account, whether authorised by you or not.
  • Immediately notifying us at support@z.messengerpanda.app if you suspect any unauthorised access or security breach.

We store passwords using bcrypt (minimum 12 rounds). We will never ask for your plain-text password. We reserve the right to suspend accounts we believe have been compromised.

4. SMTP Configuration and API Key Management

MessengerPanda is a Bring Your Own SMTP (BYOS) platform. To send email you must connect at least one external SMTP provider (such as Brevo, Resend, AWS SES, Mailgun, SendGrid, or Postmark) by supplying valid credentials.

You acknowledge and agree that:

  • You are solely responsible for the compliance, billing, and acceptable-use requirements of your chosen SMTP provider. MessengerPanda has no contractual relationship with your SMTP provider and bears no liability for charges, suspensions, or policy violations on that account.
  • Your SMTP credentials (host, username, and password) are encrypted at rest using AES-256-GCM and are decrypted only within isolated serverless execution contexts at the moment of email delivery. They are never stored in plaintext, logged, or exposed through any API endpoint.
  • You must not connect an SMTP account that you do not have authorisation to use.
  • You must rotate or revoke credentials stored in MessengerPanda immediately if you believe they have been compromised outside of our platform.

5. Acceptable Use and Anti-Spam Policy

Violation of this section will result in immediate account suspension by a Super Admin, without refund, and may be reported to relevant authorities.

You agree not to use MessengerPanda to:

  • Send unsolicited bulk email (spam). Every recipient on every campaign must have given explicit, verifiable consent to receive communications from you. Purchased, harvested, or scraped email lists are strictly prohibited.
  • Send phishing emails, fraudulent messages, or communications designed to deceive recipients about the sender identity, content, or purpose.
  • Distribute malware, spyware, ransomware, or any malicious code.
  • Promote illegal activities, hate speech, discrimination based on protected characteristics, or content that violates any applicable law or regulation.
  • Impersonate another person, business, or entity without authorisation.
  • Circumvent or attempt to circumvent rate limits, plan quotas, or any technical measure designed to enforce fair use.
  • Resell, sublicense, or white-label access to the Service without prior written agreement from MessengerPanda.

CAN-SPAM, GDPR, and CASL compliance is your responsibility. MessengerPanda provides tools to assist compliance (double opt-in, unsubscribe management, GDPR consent fields, signed unsubscribe links) but does not independently verify that your lists or campaigns meet legal requirements in your jurisdiction.

We reserve the right to investigate reports of abuse, suspend accounts pending investigation, and permanently terminate accounts found to be in violation of this policy.

6. Subscription, Billing, and Cancellation

MessengerPanda offers paid plans billed monthly. Prices are listed in USD (processed via Lemon Squeezy) and Nigerian Naira (NGN, processed via Paystack). The current pricing is:

  • Free: $0 / ₦0 per month
  • Pro: $19 / ₦15,000 per month
  • Business: $49 / ₦40,000 per month

All prices are exclusive of any applicable taxes. Subscriptions renew automatically at the end of each billing period unless cancelled. You authorise us (or our payment processors) to charge your payment method on file for each renewal.

Cancellation: You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. You retain access to paid features until that date. We do not issue partial-period refunds except where required by law or at our sole discretion.

Failed payments: If a payment fails, we will retry according to our payment processor's schedule. If payment cannot be collected, your account will be downgraded to the Free tier at the end of the billing period.

7. Plan Tiers, Quotas, and Administrative Overrides

Each plan tier carries monthly limits on the number of contacts, campaigns, and emails that may be sent. Attempts to exceed these limits will be blocked with an informative error message.

Platform administrators ("Super Admins") may apply individual quota overrides to specific user accounts for testing, enterprise agreements, or support resolution purposes. Quota overrides are logged and subject to review. Users may not request quota overrides unless operating under a written enterprise agreement.

We reserve the right to modify plan limits at any time with at least 30 days' notice for paid plans. Changes to the Free plan may take effect immediately.

8. Intellectual Property

The MessengerPanda platform, including its code, design, trademarks, and documentation, is owned by Palladium Innovations (operating as MessengerPanda) and protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Service during your subscription term, solely for your internal business purposes.

You retain all intellectual property rights in your own content — including your email templates, contact lists, and campaign copy. By using the Service, you grant us a limited licence to process, store, and transmit your content solely to provide the Service to you.

9. Disclaimer of Warranties

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

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components. Email delivery rates depend on your SMTP provider, recipient mail servers, and sender reputation — factors outside our control.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MESSENGERPANDA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS (USD $100).

11. Indemnification

You agree to indemnify, defend, and hold harmless Palladium Innovations (operating as MessengerPanda), its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of or access to the Service.
  • Your violation of these Terms.
  • Your violation of any applicable law or the rights of any third party.
  • Any content you transmit through the Service, including email campaigns sent to your lists.

12. Termination

We may suspend or terminate your account at any time, with or without notice, for:

  • Violation of any provision of these Terms, particularly the Acceptable Use policy.
  • Non-payment of fees when due.
  • Actions that we determine, in our sole discretion, pose a risk to the platform, other users, or third parties.

Upon termination, your right to use the Service ceases immediately. We may, but are not obligated to, retain your data for a period of 30 days following termination to allow for a data export request. After that period, your data may be permanently deleted.

You may terminate your account at any time by contacting us at support@z.messengerpanda.app.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in accordance with the Arbitration and Mediation Act (Nigeria). Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of this page and, where practicable, notify you by email or in-product notification. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

We encourage you to review these Terms periodically.

15. Contact Information

If you have questions about these Terms, please contact us:

Palladium Innovations (operating as MessengerPanda)
Email: support@z.messengerpanda.app
Website: messengerpanda.app