Terms of Service

Welcome to ZendoWhisper, a product of Intellixio. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”, or “your”) and Intellixio (“Company”, “we”, “us”, or “our”) governing your access to and use of our AI-powered customer communication assistant service (“ZendoWhisper” or the “Service”). By registering for an account, accessing, or using ZendoWhisper, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of a business or legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Agreement to Terms

By accessing or using ZendoWhisper, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using this service. These Terms include and incorporate by reference our Privacy Policy and any other policies or guidelines referenced herein.

2. Description of Service

ZendoWhisper is an AI-powered WhatsApp assistant that handles customer inquiries using your business knowledge. Our service provides:

• Integration with your WhatsApp Business account
• AI training based on your business knowledge
• Automated responses to customer inquiries
• Seamless handover to human agents when needed
• Analytics and insights on customer interactions

2.1 Service Modifications

We reserve the right to modify, suspend, or discontinue the Service (or any part or feature thereof) at any time with or without notice. We will not be liable to you or to any third party for any such modification, suspension, or discontinuation of the Service. We may release certain features to a limited number of users for testing purposes and these features may not be available to all users.

2.2 Service Level Agreement

Our commitment to service availability and performance is outlined in our Service Level Agreement (“SLA”). The SLA is part of these Terms. We aim to provide 99.5% service uptime, excluding scheduled maintenance. We will make reasonable efforts to notify you in advance of scheduled maintenance. Maintenance notices will be provided via email to your registered contact address.

3. Your Responsibilities

3.1 Account Information

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, outdated, or incomplete.

3.2 Business Knowledge and Content

You are responsible for providing accurate and up-to-date business information for AI training. We are not responsible for customer service issues arising from outdated or incorrect information you provide. You must ensure that all information and content you provide to us:

• Is accurate, complete, and not misleading
• Does not infringe upon any third party's intellectual property rights
• Complies with all applicable laws and regulations
• Does not contain any material that is defamatory, obscene, harmful, threatening, abusive, or otherwise objectionable
• Does not contain any viruses, malware, or other harmful code

3.3 WhatsApp Business API

You must comply with WhatsApp's Business API terms of service and policies when using our service. You are responsible for maintaining a valid WhatsApp Business account. Any violation of WhatsApp's terms may result in the suspension or termination of your ZendoWhisper service. You acknowledge that changes to WhatsApp's Business API may affect the functionality of ZendoWhisper, and we shall not be liable for any such effects.

3.4 Customer Communications and Consent

You are responsible for obtaining all necessary permissions and consents from your customers for communicating with them via WhatsApp and for the processing of their data by the ZendoWhisper service. You agree to comply with all applicable data protection laws, including but not limited to providing appropriate privacy notices to your customers regarding your use of ZendoWhisper.

4. Subscription and Payment

ZendoWhisper is offered as a subscription service. Payment terms, refund policies, and subscription details are specified during the signup process or in separate agreements. You agree to pay all fees associated with your subscription plan.

4.1 Fees and Billing

All fees are exclusive of taxes, which may be added to the final amount charged. You are responsible for paying all taxes associated with your use of the Service. We will charge your payment method on file according to the billing cycle specified in your subscription plan. All payments are non-refundable except as expressly provided in these Terms.

4.2 Subscription Changes and Cancellation

You may upgrade, downgrade, or cancel your subscription at any time through your account settings or by contacting customer support. If you downgrade your subscription, you may lose access to certain features, content, or capabilities of the Service. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period, but you will not receive a refund for any fees already paid.

4.3 Price Changes

We reserve the right to modify our pricing at any time. If we modify the pricing for your subscription, we will communicate any price changes to you in advance and provide you with an opportunity to cancel your subscription before the price change takes effect.

5. Intellectual Property

5.1 Our Intellectual Property

ZendoWhisper and its original content, features, and functionality are owned by Intellixio and are protected by international copyright, trademark, and other intellectual property laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without express written permission from us. The ZendoWhisper name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Intellixio. You may not use such marks without our prior written permission.

5.2 Your Intellectual Property

You retain all rights to the business knowledge and content you provide to us. By uploading content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, store, reproduce, modify, create derivative works of, distribute, and display this information solely for the purpose of providing and improving our services, including training and refining the AI models specific to your account.

5.3 AI Generated Content

The content generated by the ZendoWhisper AI based on your business knowledge is derived from your proprietary information. You own all right, title, and interest in and to all such generated content to the extent it is based on your proprietary information. However, we retain ownership of all aspects of the Service, including our AI models, algorithms, and underlying technology used to generate such content.

6. Limitations and Restrictions

When using ZendoWhisper, you agree not to:

• Use the service for any illegal purpose or in violation of any laws or regulations, including data protection and privacy laws
• Infringe upon or violate the intellectual property rights of others
• Upload or share any inappropriate, offensive, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Use the service to send spam or unsolicited messages
• Reverse engineer, decompile, or attempt to extract the source code of our software
• Use the service in a manner that exceeds reasonable request volume limits or constitutes excessive or abusive usage
• Access the service through any automated means or interface not provided by us
• Sell, resell, license, sublicense, distribute, or otherwise commercially exploit the service
• Remove, obscure, or alter any proprietary notices associated with the service
• Use the service in a way that could disable, overburden, damage, or impair it

7. Data Processing and Security

We will process customer data in accordance with ourPrivacy Policyand applicable data protection laws. As a processor of your customers' data, we will:

• Process personal data only according to your documented instructions
• Implement appropriate technical and organizational security measures
• Assist you in responding to data subject requests as required by applicable law
• Upon termination of services, delete or return all personal data as requested
• Make available information necessary to demonstrate compliance with data protection obligations

For customers in the European Economic Area (EEA), the UK, or Switzerland, additional data processing terms may apply as outlined in ourGDPR Compliance documentation.

8. Disclaimer of Warranties

ZendoWhisper is provided “as is” and “as available” without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that the service will be uninterrupted, timely, secure, or error-free, or that any defects in the service will be corrected. You use the service at your own risk.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You acknowledge that we do not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

9. Limitation of Liability

To the maximum extent permitted by law, Intellixio shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use of or inability to use ZendoWhisper, even if we have been advised of the possibility of such damages. This includes, but is not limited to, damages for:

• Loss of profits, business, or data
• Business interruption
• Computer failure or malfunction
• Any other commercial damages or losses

In no event shall our total liability to you for all claims related to the service exceed the amount paid by you for the service during the twelve (12) months preceding the event giving rise to the liability, or $1,000, whichever is less.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Intellixio and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of ZendoWhisper
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your content or information provided to the Service
• Your failure to obtain necessary consents from your customers
• Any claim that your use of the Service caused damage to a third party

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Term and Termination

The Terms will continue to apply until terminated by either you or us as follows:

• You may terminate these Terms at any time by canceling your account and discontinuing use of the Service
• We may terminate or suspend your account and access to ZendoWhisper immediately, without prior notice or liability, for any reason, including if we believe you have violated these Terms

Upon termination, your right to use the service will immediately cease. The following provisions shall survive termination: Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Dispute Resolution.

11.1 Effect of Termination

Upon termination or expiration of these Terms:

• All licenses and rights to use ZendoWhisper will terminate
• You will remain liable for all amounts due up to and including the date of termination
• We may, but are not obligated to, delete your data stored on our systems

We will comply with our data retention policies and applicable laws regarding the retention and deletion of your data. You may request a copy of your data before termination.

12. Changes to Terms

We reserve the right to modify these terms at any time at our sole discretion. We will notify you of significant changes by posting the new terms on our website or via email at least 30 days before they become effective. For minor changes, we will post the revised terms on our website without additional notice. Your continued use of ZendoWhisper after such modifications constitutes your acceptance of the revised terms. If you do not agree to the revised terms, you must discontinue using the Service before the changes become effective.

13. Dispute Resolution

Before taking any formal legal action, you agree to attempt to resolve any disputes informally by contacting us. If a dispute cannot be resolved informally, both parties agree to resolve any claims relating to these Terms through final and binding arbitration, except as set forth below.

13.1 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce in force on the date when the Notice of Arbitration is submitted.

• The number of arbitrators shall be one
• The seat of arbitration shall be Dhaka, Bangladesh
• The language of the arbitration shall be English
• The arbitration award shall be final and binding on the parties

13.2 Exceptions

The following disputes are excluded from binding arbitration:

• Disputes related to intellectual property rights
• Claims for injunctive relief

These disputes may be brought in a court of competent jurisdiction in Bangladesh.

14. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of law provisions. Any legal action or proceeding related to these Terms or the Service that is not subject to arbitration shall be brought exclusively in the courts of Bangladesh, and you consent to the personal jurisdiction of such courts.

15. Force Majeure

We shall not be liable for any failure to perform our obligations under these Terms if such failure is caused by events beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of energy, labor, or materials.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provision shall be deleted without affecting the remaining provisions herein.

17. Entire Agreement

These Terms, together with the Privacy Policy, GDPR Compliance documentation, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and us regarding your use of ZendoWhisper and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

18. Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

19. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

20. Contact Us

If you have any questions about these Terms of Service, please contact us at: