Terms & Conditions

Zipchat AI Terms of Service

Last Updated: October 28, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Zipchat Inc. ("Zipchat," "we," "us," or "our") and you (either an individual or the entity you represent) ("Customer," "you," or "your") governing your access to and use of Zipchat's conversational AI commerce platform, including our website, software, applications, integrations, and related services (collectively, the "Services").

By accessing or using the Services, creating an account, subscribing to a plan, or clicking "I Accept," you represent and warrant that:

You are at least 18 years of age and have the legal capacity to enter into binding contracts;
If entering this agreement on behalf of an organization, you have the authority to bind that organization to these Terms;
You have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://www.zipchat.ai/legal/privacy-policy);
This electronic agreement has the same legal force and effect as a written signature.

If you do not agree to these Terms, you must immediately discontinue use of the Services.

2. Definitions

"Account" means the account created by Customer to access and use the Services.

"Customer Data" means all data, content, and information submitted, uploaded, transmitted, or processed by Customer or End Users through the Services, including but not limited to chat transcripts, customer information, product data, and e-commerce store data.

"Documentation" means Zipchat's user guides, technical documentation, and other materials made available at https://docs.zipchat.ai/ or within the Services.

"End Users" means Customer's customers, website visitors, or other individuals who interact with the Services deployed on Customer's e-commerce platform.

"Subscription Plan" means the service tier selected by Customer (Starter, Pro, Scale, Scale Plus, or Unlimited) as described at https://zipchat.ai/pricing, which may be modified by Zipchat from time to time.

"Subscription Term" means the period for which Customer has subscribed to the Services, either monthly (30-day rolling period from signup date) or annual (12 months from signup date).

3. Service Provision and Subscription

3.1 Access to Services

Subject to Customer's compliance with these Terms and payment of applicable fees, Zipchat grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in connection with Customer's e-commerce operations.

3.2 Free Trial

New customers may be eligible for a 7-day free trial. During the trial period, Customer may access the Services at no charge. At the end of the trial period, Customer's payment method will be automatically charged the applicable Subscription Fees unless Customer cancels before the trial expires. Free trials are limited to one per customer and may not be combined with other promotional offers unless explicitly authorized by Zipchat.

3.3 Money-Back Guarantee

Monthly subscription customers are eligible for a 30-day money-back guarantee beginning after the free trial period ends. Combined with the 7-day free trial, this provides a total 37-day risk-free period. To request a refund under this guarantee, Customer must contact support@zipchat.ai before the 37-day period expires. Annual subscription customers are not eligible for the money-back guarantee. All refunds under this guarantee will be provided as store credits unless otherwise determined by Zipchat in its sole discretion.

3.4 Subscription Plans and Usage Limits

Each Subscription Plan includes specific usage limits (such as number of conversations, messages, or other metrics) as described at https://zipchat.ai/pricing. Customer is responsible for monitoring their usage and ensuring compliance with plan limits. Zipchat reserves the right to modify Subscription Plans, features, and pricing at any time, with changes taking effect at the start of Customer's next Subscription Term.

3.5 Overage Charges

If Customer's usage exceeds the limits of their Subscription Plan during any Subscription Term:

Automatic Billing: Overage charges will be calculated in real-time and automatically charged to Customer's payment method on file as overage occurs.
Stripe Customers: Overage charges are unlimited based on actual usage.
Shopify Payments Customers: Overage charges are capped at $1,000 per billing period.
Pricing: Overage rates are as specified in the pricing page and may be updated from time to time.

By subscribing to the Services, Customer authorizes Zipchat to charge overage fees automatically to prevent service interruption. Overage charges are non-refundable.

3.6 Automatic Renewal

SUBSCRIPTIONS AUTOMATICALLY RENEW. Unless Customer cancels their subscription before the end of the current Subscription Term, the subscription will automatically renew for successive terms of the same length (monthly or annual) at the then-current rates. Customer authorizes Zipchat and its payment processors to charge Customer's payment method on file for each renewal period.

3.7 Account Registration and Security

Customer must provide accurate, complete, and current information during registration and maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for:

Maintaining the confidentiality of account credentials (usernames, passwords, API keys);
All activities that occur under Customer's account;
Notifying Zipchat immediately at support@zipchat.ai of any unauthorized access or security breach.

Zipchat is not liable for any loss or damage arising from Customer's failure to protect account credentials.

4. Fees and Payment

4.1 Subscription Fees

Customer agrees to pay all Subscription Fees associated with their selected Subscription Plan. All fees are:

Stated in U.S. dollars unless otherwise specified;
Exclusive of all taxes, duties, and governmental charges (which Customer is responsible for);
Due in advance at the beginning of each Subscription Term;
Non-refundable except as expressly provided in Section 3.3 (Money-Back Guarantee).

4.2 Payment Processing

Zipchat uses third-party payment processors including Stripe, Inc. and Shopify Payments (collectively, "Payment Processors") to process payments. By providing payment information, Customer:

Authorizes Zipchat and Payment Processors to charge the payment method for all applicable fees, including Subscription Fees, overage charges, and taxes;
Represents and warrants that the payment information is accurate, complete, and belongs to Customer or an authorized user;
Agrees to promptly update payment information if it changes or expires;
Acknowledges that Zipchat does not store full credit card information.

Customer's use of Payment Processors is subject to the Payment Processor's terms and conditions (available on their respective websites). Zipchat is not responsible for any fees charged by Payment Processors, banks, or other financial institutions.

4.3 Failed Payments

If any payment fails or is declined:

Zipchat may suspend or terminate access to the Services;
Customer remains responsible for all unpaid amounts;
Customer will be charged a reasonable fee for any returned payments or declined transactions;
Zipchat may use collection services to recover unpaid amounts, and Customer will be responsible for all collection costs including reasonable attorneys' fees.

4.4 Taxes

All fees are exclusive of federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for paying all Taxes associated with purchases under these Terms. If Zipchat is required to collect or pay Taxes, Customer will be invoiced for such amounts and must pay them unless Customer provides Zipchat with a valid tax exemption certificate.

4.5 Price Changes

Zipchat reserves the right to change Subscription Fees at any time. Price changes will not affect the current Subscription Term and will take effect at the beginning of the next Subscription Term. Zipchat will provide at least 30 days' advance notice of material price increases via email or in-app notification. If Customer does not agree to a price increase, Customer may cancel their subscription before the new pricing takes effect.

4.6 Refund Policy

Except as provided in Section 3.3 (Money-Back Guarantee), all fees are non-refundable. If Zipchat issues any refund, such refund will be provided as store credits redeemable toward future Services unless Zipchat determines in its sole discretion to issue a monetary refund. Zipchat reserves the right to deny refund requests for any reason.

5. Customer Obligations and Restrictions

5.1 Acceptable Use

Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. Customer will not, and will not permit any End User to:

Violate any applicable law, regulation, or third-party right;
Use the Services to transmit, distribute, or store material that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable;
Interfere with or disrupt the integrity or performance of the Services or third-party data;
Attempt to gain unauthorized access to the Services, accounts, computer systems, or networks;
Use the Services to develop competing products or services;
Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Services;
Use the Services to send spam, unsolicited communications, or violate anti-spam laws;
Impersonate any person or entity, or falsely state or misrepresent affiliation with any person or entity;
Use automated systems (bots, scrapers, crawlers) to access the Services without Zipchat's express written permission;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services.

5.2 Customer Data Responsibilities

Customer is solely responsible for:

The accuracy, legality, and quality of all Customer Data;
Obtaining all necessary rights, permissions, and consents to submit Customer Data to the Services;
Ensuring Customer Data does not violate any third-party rights (including intellectual property, privacy, or publicity rights);
Complying with all applicable data protection and privacy laws in connection with Customer Data;
Backing up Customer Data independently (Zipchat is not a backup service).

Customer represents and warrants that Customer Data will not contain:

Protected health information (PHI) subject to HIPAA;
Payment card information (PCI) requiring PCI-DSS compliance;
Personal information of children under 16 years of age;
Information that is illegal, fraudulent, or violates applicable law.

5.3 Prohibited Industries and Uses

While Zipchat does not generally restrict industries, Customer acknowledges that the Services are intended for legitimate e-commerce businesses. Zipchat reserves the right to refuse service or terminate accounts engaged in illegal activities, fraudulent schemes, or uses that could harm Zipchat's reputation or violate third-party rights.

5.4 Compliance with E-commerce Platform Terms

Customer is responsible for complying with the terms of service of any e-commerce platform integrated with the Services (e.g., Shopify, WooCommerce, Magento). Zipchat is not responsible for enforcement of third-party platform terms or for suspension or termination of Customer's platform account.

6. Intellectual Property Rights

6.1 Zipchat's Intellectual Property

The Services, including all software, algorithms, models, interfaces, designs, documentation, content, trademarks, and logos (collectively, "Zipchat Technology"), are owned by or licensed to Zipchat and are protected by United States and international intellectual property laws. All rights not expressly granted in these Terms are reserved by Zipchat. Customer acquires no ownership rights in the Zipchat Technology.

6.2 Customer Data Ownership

As between Zipchat and Customer, Customer retains all rights, title, and interest in and to Customer Data. Customer grants Zipchat a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit Customer Data solely to:

Provide, maintain, and improve the Services;
Generate AI outputs and responses for Customer;
Create aggregated, anonymized analytics and usage data that does not identify Customer or any individual;
Comply with applicable law and legal processes.

This license terminates when Customer Data is deleted from the Services, except for data retained in backups for a reasonable period or as required by law.

6.3 AI Outputs and Generated Content

The Services generate AI-powered responses, content, and outputs based on Customer Data and Zipchat's proprietary models ("AI Outputs"). Subject to Customer's compliance with these Terms:

Customer may use AI Outputs for any lawful purpose in connection with Customer's business;
Customer retains ownership of AI Outputs generated specifically for Customer;
Zipchat retains the right to use, analyze, and learn from AI Outputs to improve the Services and develop new features;
Customer acknowledges that AI Outputs are probabilistic in nature and may not always be accurate, and Customer is solely responsible for reviewing and verifying AI Outputs before use.

6.4 Third-Party AI Services

The Services utilize third-party artificial intelligence providers that operate under zero-data-retention policies, meaning Customer Data processed by these providers is not used to train third-party models. However, Zipchat retains the right to use Customer Data and AI Outputs to improve Zipchat's own proprietary models and services.

6.5 Aggregated and Anonymized Data

Zipchat may collect, use, and disclose aggregated and anonymized usage data that does not identify Customer or any individual for any purpose, including analytics, benchmarking, research, marketing, and product development. Zipchat owns all rights to such aggregated and anonymized data.

6.6 Feedback

If Customer provides Zipchat with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants Zipchat an unlimited, irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Services without any obligation to Customer.

6.7 Zipchat Branding

Customer may not remove, alter, or obscure any Zipchat branding, trademarks, or logos displayed in connection with the Services unless specifically authorized in writing by Zipchat. Unauthorized removal of Zipchat branding constitutes a material breach of these Terms.

7. Data Privacy and Security

7.1 Privacy Policy

Zipchat's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at https://www.zipchat.ai/legal/privacy-policy, which is incorporated into these Terms by reference. Customer agrees to comply with all applicable data protection and privacy laws, including GDPR, CCPA, LGPD, PIPEDA, and other regulations applicable to Customer's jurisdiction.

7.2 Data Privacy Framework Compliance

Zipchat Inc. complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. For more information about Zipchat's DPF certification, please visit https://www.dataprivacyframework.gov/.

7.3 Data Storage and Location

Customer Data is stored in data centers located in the United States. By using the Services, Customer consents to the storage and processing of Customer Data in the United States and acknowledges that data may be subject to U.S. laws and government access.

7.4 Security Measures

Zipchat implements commercially reasonable technical and organizational security measures to protect Customer Data, including:

Encryption of data in transit and at rest;
Role-based access controls and authentication;
Regular security audits and monitoring;
Incident response procedures.

However, no security system is impenetrable, and Zipchat cannot guarantee absolute security. Customer acknowledges that any transmission of data over the internet is at Customer's own risk.

7.5 Data Retention and Deletion

Zipchat will retain Customer Data for as long as Customer's account is active and as necessary to provide the Services. Upon termination or expiration of these Terms:

Customer may request export of Customer Data within 30 days of termination;
Zipchat will delete Customer Data within 90 days of termination, except as required by law or necessary for legitimate business purposes (such as backup retention, billing records, or legal compliance);
Aggregated and anonymized data may be retained indefinitely.

7.6 Data Breach Notification

In the event of a security incident that results in unauthorized access to or disclosure of Customer Data, Zipchat will notify Customer without unreasonable delay and will cooperate with Customer to investigate and remediate the incident as required by applicable law.

8. Service Availability and Modifications

8.1 Service Availability

Zipchat will use commercially reasonable efforts to make the Services available 24/7, but does not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to:

Scheduled or emergency maintenance;
Third-party service provider outages (e.g., AWS, Cloudflare);
Force majeure events beyond Zipchat's reasonable control;
Security incidents or threats.

Zipchat will provide advance notice of scheduled maintenance when reasonably practicable. Customer acknowledges that the Services depend on third-party infrastructure and internet connectivity, which may experience disruptions outside Zipchat's control.

8.2 Service Modifications

Zipchat reserves the right to modify, update, or discontinue any aspect of the Services at any time, including:

Adding, removing, or modifying features;
Changing the user interface or functionality;
Updating integrations with e-commerce platforms;
Modifying performance specifications.

If Zipchat discontinues a material feature that was included in Customer's Subscription Plan, Zipchat will provide 30 days' advance notice via email. Customer's continued use of the Services after such notice constitutes acceptance of the changes.

8.3 Service Discontinuation

Zipchat may discontinue the Services entirely with 30 days' advance written notice to Customer. In such event, Customer will receive a pro-rated refund of pre-paid Subscription Fees for the unused portion of the Subscription Term, calculated on a daily basis.

8.4 Beta Features

Zipchat may occasionally make beta, pilot, or experimental features available to selected customers or at random ("Beta Features"). Beta Features are clearly identified as "beta," "preview," or similar designations. Beta Features:

Are provided "as is" without warranties of any kind;
May contain bugs, errors, or incomplete functionality;
May be modified or discontinued at any time without notice;
Are subject to reduced liability (limited to one month of Subscription Fees at Customer's current plan level).

Customer's use of Beta Features is voluntary and at Customer's own risk. Feedback provided about Beta Features may be used by Zipchat without compensation or obligation to Customer.

9. Third-Party Integrations and Services

9.1 Third-Party Platforms

The Services integrate with various e-commerce platforms (e.g., Shopify, WooCommerce, Magento, BigCommerce) and third-party services (e.g., payment processors, analytics tools, marketing platforms). Such integrations:

Are subject to the terms and policies of the third-party providers;
May require Customer to create accounts with third-party providers;
May collect data directly from Customer or share data with the third-party provider;
Are outside Zipchat's control and may change or become unavailable at any time.

9.2 No Warranties for Third-Party Services

Zipchat does not control, endorse, or assume responsibility for third-party platforms, integrations, or services. Zipchat makes no warranties regarding:

The availability, reliability, or quality of third-party services;
The security or privacy practices of third-party providers;
The accuracy or completeness of data transmitted to or from third-party services;
Compatibility between the Services and third-party platforms.

Customer's use of third-party services is at Customer's own risk and subject to the third-party provider's terms and conditions.

9.3 Third-Party Links

The Services may contain links to third-party websites, content, or services. Such links are provided for convenience only and do not constitute an endorsement by Zipchat. Zipchat is not responsible for the content, accuracy, privacy practices, or terms of use of third-party websites.

10. Warranties and Disclaimers

10.1 Zipchat's Limited Warranty

Zipchat warrants that the Services will perform substantially in accordance with the Documentation under normal use. Customer's sole remedy for breach of this warranty is for Zipchat to use commercially reasonable efforts to correct the non-conformity, or if Zipchat is unable to do so within a reasonable time, Customer may terminate the affected Services and receive a pro-rated refund of pre-paid Subscription Fees for the unused portion of the Subscription Term.

10.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW. ZIPCHAT DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR HARMFUL COMPONENTS;
WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF AI OUTPUTS, CONTENT, OR DATA;
WARRANTIES THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE SPECIFIC RESULTS;
WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.3 AI-Specific Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

Probabilistic Nature: Artificial intelligence and machine learning involve probabilistic processing. AI Outputs may be inaccurate, incomplete, nonsensical, offensive, or otherwise inappropriate.
Human Review Required: Customer is solely responsible for reviewing, verifying, and approving all AI Outputs before use in any customer-facing context.
No Guarantee of Results: Zipchat does not guarantee that the Services will increase sales, conversions, customer satisfaction, or achieve any specific business outcome.
Non-Uniqueness: AI Outputs may be similar or identical to outputs generated for other customers, as AI models may produce similar responses to similar inputs.
Liability Exclusion: Zipchat is not liable for any damages arising from Customer's reliance on or use of AI Outputs, including but not limited to lost profits, reputational harm, or third-party claims.

10.4 Third-Party AI Disclaimer

The Services utilize third-party artificial intelligence models and services. Zipchat does not control the operation, performance, or outputs of third-party AI providers and disclaims all liability for any errors, inaccuracies, or harmful outputs generated by third-party AI systems.

11. Limitation of Liability

11.1 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPCHAT'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO ZIPCHAT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.2 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPCHAT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Lost profits, revenue, sales, or business opportunities;
Loss of data or business interruption;
Loss of goodwill or reputation;
Cost of substitute services or products;
Failure to realize expected savings;
Damages arising from third-party claims;
Any other losses or damages of any kind, even if Zipchat has been advised of the possibility of such damages.

11.3 Exceptions to Limitations

The limitations in Sections 11.1 and 11.2 do not apply to:

Customer's breach of Section 6 (Intellectual Property Rights) or Section 12 (Confidentiality);
Customer's indemnification obligations under Section 13;
Customer's payment obligations;
Damages arising from Customer's gross negligence, fraud, or willful misconduct;
Liability that cannot be excluded or limited under applicable law.

11.4 Basis of the Bargain

Customer acknowledges that the limitations of liability in this Section 11 are fundamental elements of the agreement between Customer and Zipchat, and that Zipchat would not provide the Services without these limitations. The Subscription Fees reflect this allocation of risk.

11.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, Zipchat's liability will be limited to the maximum extent permitted by applicable law.

12. Confidentiality

12.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes but is not limited to:

Business plans, strategies, financial information, and pricing;
Technical information, algorithms, source code, and trade secrets;
Customer Data (which is Confidential Information of Customer);
The terms and conditions of these Terms (including pricing);
Information about employees, contractors, and business partners.

12.2 Obligations

The Receiving Party agrees to:

Protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care;
Use Confidential Information solely for the purposes of exercising rights or performing obligations under these Terms;
Limit disclosure of Confidential Information to employees, contractors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those in this Section;
Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent.

12.3 Exceptions

Confidential Information does not include information that:

Was publicly available at the time of disclosure or thereafter becomes publicly available through no breach of these Terms;
Was rightfully known to the Receiving Party prior to disclosure;
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
Is rightfully received by the Receiving Party from a third party without breach of confidentiality obligations;
Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice (if legally permitted) to allow the Disclosing Party to seek a protective order.

12.4 Survival

The obligations in this Section 12 survive termination of these Terms for a period of three (3) years, except that obligations with respect to trade secrets continue for as long as such information remains a trade secret under applicable law.

13. Indemnification

13.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless Zipchat, its affiliates, and their respective officers, directors, employees, agents, and contractors (collectively, "Zipchat Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Customer's use or misuse of the Services, including any AI Outputs generated by the Services;
Customer Data, including any claim that Customer Data infringes or misappropriates third-party intellectual property rights or violates applicable law;
Customer's violation of these Terms or any applicable law or regulation;
Customer's breach of any representation, warranty, or obligation under these Terms;
Any claim by an End User related to Customer's use of the Services;
Customer's negligence, fraud, or willful misconduct.

13.2 Zipchat Indemnification

Zipchat agrees to defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services, when used in accordance with these Terms, infringe or misappropriate such third party's valid U.S. patent, copyright, or trademark ("IP Claim"). Zipchat's obligations under this Section 13.2 are conditioned on Customer:

Promptly notifying Zipchat in writing of the IP Claim;
Granting Zipchat sole control over the defense and settlement of the IP Claim (provided that Zipchat may not settle any claim without Customer's consent if such settlement requires Customer to admit liability or make any payment);
Providing reasonable cooperation and assistance in the defense of the IP Claim at Zipchat's expense.

13.3 Exclusions from Zipchat Indemnification

Zipchat's indemnification obligations in Section 13.2 do not apply to claims arising from:

Customer Data or third-party content provided by Customer;
Modification of the Services by anyone other than Zipchat;
Use of the Services in combination with products, services, or content not provided by Zipchat;
Use of the Services in a manner not permitted by these Terms or the Documentation;
Use of a non-current or unsupported version of the Services if infringement would have been avoided by using the current version;
Customer's continued use of the Services after being notified of infringing activity and provided with a non-infringing alternative.

13.4 Remedies for IP Claims

If the Services become, or in Zipchat's opinion are likely to become, the subject of an IP Claim, Zipchat may, at its option and expense:

Obtain the right for Customer to continue using the Services;
Replace or modify the Services to make them non-infringing while providing substantially equivalent functionality;
If the foregoing options are not commercially reasonable, terminate the affected Services and refund Customer a pro-rated portion of pre-paid Subscription Fees for the unused portion of the Subscription Term.

The remedies in this Section 13.4 constitute Zipchat's sole liability and Customer's exclusive remedy for any IP Claim.

13.5 Indemnification Procedure

The indemnified party will:

Provide the indemnifying party with prompt written notice of any claim subject to indemnification (provided that failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent materially prejudiced);
Cooperate with the indemnifying party in the defense and settlement of the claim;
Allow the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnified party may participate in the defense at its own expense.

14. Term and Termination

14.1 Term

These Terms commence on the date Customer accepts them by creating an account on Zipchat platform/s and continue until terminated in accordance with this Section 14.

14.2 Termination by Customer

Customer may terminate these Terms and cancel their subscription at any time by:

Accessing account settings within the Services and selecting the cancellation option; or
Contacting Zipchat at support@zipchat.ai.

Termination by Customer takes effect at the end of the current Subscription Term. Customer will not receive a refund of pre-paid Subscription Fees upon termination (except as provided in Section 3.3 for the money-back guarantee or as otherwise required by applicable law).

14.3 Termination by Zipchat

Zipchat may suspend or terminate Customer's access to the Services immediately, with or without notice, if:

Customer breaches any material term of these Terms, including failure to pay fees;
Customer's use of the Services poses a security risk or threatens the integrity of the Services;
Customer engages in fraudulent, illegal, or harmful conduct;
Customer's account is inactive for more than 12 consecutive months;
Zipchat is required to do so by law or government authority;
Providing the Services to Customer becomes commercially unreasonable or legally prohibited.

Zipchat will provide notice and an opportunity to cure where reasonably practicable, except in cases of suspected fraud, security threats, or legal prohibition.

14.4 Effect of Termination

Upon termination or expiration of these Terms:

Customer's right to access and use the Services immediately terminates;
Customer must cease all use of the Services and, if requested by Zipchat, certify in writing that all copies of Zipchat materials have been destroyed;
Zipchat may immediately suspend or deactivate Customer's account;
All outstanding fees and charges become immediately due and payable;
Customer may request export of Customer Data within 30 days of termination by contacting support@zipchat.ai. After 30 days, Zipchat may permanently delete Customer Data;
Provisions that by their nature should survive termination will survive, including Sections 4 (Fees and Payment), 6 (Intellectual Property Rights), 7 (Data Privacy and Security), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Indemnification), and 15 (General Provisions).

14.5 No Refunds Upon Termination

Except as expressly provided in these Terms (such as the money-back guarantee in Section 3.3 or pro-rated refunds for service discontinuation in Section 8.3), Customer is not entitled to any refund of pre-paid Subscription Fees upon termination for any reason, including voluntary termination by Customer, termination by Zipchat for cause, or termination due to Customer's breach.

15. General Provisions

15.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Dispute Resolution

Informal Dispute Resolution: Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party's designated representative. Customer should contact legal@zipchat.ai, and Zipchat will contact Customer at the email address on file. The parties will negotiate in good faith for at least thirty (30) days before proceeding to mediation or arbitration.

Mediation: If informal negotiations fail to resolve the dispute within thirty (30) days, either party may initiate non-binding mediation by providing written notice to the other party. The parties will mutually select a mediator and share the costs of mediation equally. Mediation will be conducted remotely or in Wilmington, Delaware. Either party may terminate mediation at any time if resolution appears unlikely.

Binding Arbitration: If mediation fails to resolve the dispute, either party may initiate binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed by AAA. The arbitration will be conducted in English and held remotely or in Wilmington, Delaware. The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

Arbitration Costs: Each party will bear its own attorneys' fees and costs, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party if authorized by applicable law. AAA administrative fees and arbitrator fees will be shared equally unless the arbitrator determines otherwise.

Class Action Waiver: CUSTOMER AND ZIPCHAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

Exceptions to Arbitration: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights, misappropriation of trade secrets, or breach of confidentiality obligations, without first engaging in mediation or arbitration. Small claims court actions (where jurisdictionally appropriate) are also exempt from the mediation and arbitration requirements.

15.3 Jurisdiction and Venue

To the extent arbitration does not apply (such as for injunctive relief or small claims), the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or inconvenient forum.

15.4 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond the party's reasonable control, including but not limited to:

Acts of God, natural disasters, pandemics, epidemics;
War, terrorism, civil unrest, or government actions;
Labor disputes or strikes;
Failure of third-party services, utilities, or telecommunications;
Cyberattacks, hacking, or other security incidents;
Failures of internet service providers, cloud hosting providers, or other critical infrastructure.

The affected party must provide prompt notice of the force majeure event and use commercially reasonable efforts to mitigate its effects and resume performance. If a force majeure event prevents performance for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice.

15.5 Export Controls

The Services may be subject to U.S. export control and economic sanctions laws and regulations. Customer agrees to comply with all applicable export laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer represents and warrants that Customer and its End Users:

Are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region);
Are not listed on any U.S. government list of prohibited or restricted parties, including the Treasury Department's Specially Designated Nationals List and the Commerce Department's Denied Persons List;
Will not use the Services in violation of any U.S. export restrictions.

15.6 Government Use

If Customer is a U.S. government entity or the Services are being acquired by or on behalf of the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and are licensed with only those rights as granted to all other customers under these Terms.

15.7 Assignment

Customer may not assign, transfer, or delegate any rights or obligations under these Terms without Zipchat's prior written consent. Any attempted assignment in violation of this Section is void. Zipchat may assign these Terms in whole or in part without restriction, including to:

Any affiliate or subsidiary of Zipchat;
A successor entity in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets;
A financing party as collateral security.

Subject to the foregoing, these Terms bind and benefit the parties and their respective successors and permitted assigns.

15.8 Notices

All notices required or permitted under these Terms must be in writing and will be deemed given:

When delivered personally;
When sent by confirmed email;
Three (3) business days after being sent by certified or registered mail, return receipt requested;
One (1) business day after deposit with a nationally recognized overnight courier.

Notices to Customer will be sent to the email address associated with Customer's account. Notices to Zipchat must be sent to:

Zipchat Inc.
407 E Ayre St #1207
Wilmington, Delaware DE 19804
United States
Email: legal@zipchat.ai

Customer is responsible for keeping contact information current.

15.9 Entire Agreement

These Terms, together with the Privacy Policy, DPA, and any Order Form or subscription agreement executed by the parties, constitute the entire agreement between Customer and Zipchat regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. No terms stated in a Customer purchase order, vendor agreement, or other Customer document will modify or supplement these Terms unless expressly agreed to in writing by an authorized representative of Zipchat.

15.10 Amendments

Zipchat may modify these Terms at any time by posting revised Terms on the Zipchat website or by providing notice through the Services or via email. Material changes will be effective thirty (30) days after notice is provided, except that changes required by law may be effective immediately. Customer's continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes. If Customer does not agree to revised Terms, Customer must discontinue use of the Services and may terminate the subscription.

15.11 Waiver and Severability

Waiver: No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. No waiver will be effective unless in writing and signed by an authorized representative of the waiving party.

Severability: If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision will be severed from these Terms. The remaining provisions will continue in full force and effect.

15.12 No Third-Party Beneficiaries

These Terms are for the sole benefit of Customer and Zipchat and do not confer any rights or remedies upon any third party, except that Zipchat's affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of the indemnification, limitation of liability, and dispute resolution provisions.

15.13 Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship. Neither party has the authority to bind the other or incur obligations on the other's behalf without prior written consent.

15.14 Equitable Relief

Customer acknowledges that breach of Sections 5 (Customer Obligations and Restrictions), 6 (Intellectual Property Rights), or 12 (Confidentiality) may cause irreparable harm to Zipchat for which monetary damages are an inadequate remedy. Accordingly, Zipchat will be entitled to seek injunctive relief or other equitable remedies without the need to post a bond or prove actual damages.

15.15 Interpretation

Headings and section titles are for convenience only and do not affect the interpretation of these Terms. The words "include," "includes," and "including" are not limiting. "Or" is not exclusive. Examples are illustrative and not exhaustive. These Terms will not be construed against the party that drafted them.

15.16 Publicity

Zipchat may identify Customer as a customer of the Services and use Customer's name and logo in Zipchat's marketing materials, customer lists, and website. Customer may request removal of its name and logo by contacting legal@zipchat.ai, and Zipchat will comply within thirty (30) days.

15.17 Survival

Any provisions of these Terms that by their nature should survive termination will survive, including but not limited to Sections 4, 6, 7, 10, 11, 12, 13, 14.4, and 15.

16. Contact Information

For questions about these Terms or the Services, please contact:

Zipchat Inc.
407 E Ayre St #1207
Wilmington, Delaware DE 19804
United States

Email: support@zipchat.ai
Legal inquiries: legal@zipchat.ai
Billing inquiries: billing@zipchat.ai

BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS.

Last Updated: October 28, 2025