Terms & Conditions

1. Our Services

We provide a platform that enables businesses and individuals to create automated chat flows that they can deploy across a wide range of messaging services, social media and other third-party platforms. If you purchase or use our Services, you’re doing so through ZyloChat, and such purchase and use is subject to this Agreement; provided, that if you’ve entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.

2. Account, Password and Security

You must register with ZyloChat and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name and email address, which may be provided by linking certain services, including without limitation Google, Instagram or Facebook to your Account. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password provided by you or given to you by ZyloChat for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Users are responsible for the content users upload to their Account and use of any user’s Account, and ZyloChat expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact ZyloChat immediately.

The person signing up for the Services will be the contracting party (“Account Representative”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Representative in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Representative. As the Account Representative, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. If you are an Agency (as defined below) using our Services to provide services to a Business Owner (as defined below), please read Section 3 below.

By providing your email address and by using the Services, you hereby affirmatively consent to ZyloChat's use of your email address in order to (i) perform and improve upon the Services, (ii) facilitate the carrying out of our Services, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages, or alterations.

3. Agencies and Business Owners

A “Business Owner” is any individual or entity that uses ZyloChat’s Services to market, support, develop, or otherwise commercialize their business, services, or products. An “Agency” is any service provider retained or hired by a Business Owner to create and/or manage a ZyloChat account and use the Services on the Business Owner’s behalf. An Agency is not required for a Business Owner to use the Services.

Notwithstanding the foregoing in Section 2, if you are an Agency using our Services to provide services to a Business Owner, you (i) agree to correctly identify such Business Owner as an administrator on the Account and, if applicable, on the applicable Facebook page, Instagram page and on any other applicable page on any other applicable platform, and (ii) confirm you are authorized to use the Services and the Account on behalf of the Business Owner.

The Business Owner shall be the sole and exclusive account representative of any Account created on its behalf by an Agency; provided that the Agency shall maintain its rights and interests in and to all flows or other intellectual property associated with the automation work product created by such Agency for the Business Owner (such work product, the “Agency Content”). In the event of a termination of the relationship between a Business Owner and its Agency, the Business Owner will promptly notify ZyloChat of such termination or update access using the team members section on their dashboard. Following the transfer of an Account from an Agency to the Business Owner, the Business Owner shall be solely responsible for the payment of any subscription plans and/or fees due with respect to the Account.

4. User Generated Content

“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you or any Conversation Participant provide, submit, upload, publish, or make otherwise available to the Services and our users. You are solely responsible for your and your Conversation Participants’ User Generated Content, and we act merely as a passive conduit for your online distribution and publication of User Generated Content. You acknowledge and agree that ZyloChat:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.

You hereby represent and warrant to ZyloChat that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation; (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage or interfere with any system; (vii) will not represent you as being employed by or affiliated with ZyloChat or authorize you to act as its representative; and (viii) will not create liability for ZyloChat or cause ZyloChat to lose any services from its ISPs or suppliers.

By making available any User Generated Content through the Services, you hereby grant ZyloChat permission to use, process or disclose such User Generated Content for the purposes of providing, modifying, improving and operating the Services. We do not claim any ownership rights in any such User Generated Content.

5. Communication by Email

If you would like to communicate with your users via email, you hereby agree to the following Compliance and Indemnity Terms (“CIT”). You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state and central laws (such as the Information Technology Act, 2000 and its amendments, the Information Technology Rules, 2011, and the Telecom Commercial Communications Customer Preference Regulations, 2018). By using the Services, you warrant that you are in full compliance with such laws. Any breach may result in penalties as per applicable law, and you agree to indemnify the company for any losses arising from your failure to comply.

You agree to indemnify, defend and hold harmless ZyloChat and its affiliates, officers, directors, and employees from any claims arising out of your breach of these terms.

6. Communication with ZyloChat and its Clients

You verify that any contact information provided to ZyloChat and its clients, including your email address, is true and accurate. By providing your email, you agree to be contacted by ZyloChat and its clients regarding this agreement, your account, and promotional information.

7. Prohibited Uses

In addition to other prohibitions in these Terms, you are prohibited from using the Services for any unlawful purpose, to commit any fraudulent activity, to transmit harmful or malicious code, to infringe on any intellectual property rights, to harass or harm others, or to engage in any activity that would disrupt the functionality or security of the Services.

We reserve the right to suspend or terminate your access to the Services for violations of these terms.

8. Representations and Warranties; Compliance with Laws

You represent and warrant that: (i) you are of legal age to form a binding contract; (ii) you have the right, authority, and capacity to enter into this Agreement; and (iii) you will comply with all applicable laws while using the Services. If you use the Services on behalf of a company, you represent that you have authority to bind that company.

If you are in the EEA or serve EEA users, you acknowledge that the Services are not currently GDPR-compliant and that you are solely responsible for ensuring compliance with applicable data protection laws.

9. Billing and Payment

Unless we separately agree with you that you will receive an invoice from us for the Services that requires you to pay us directly, payment and any other expenses must be paid through the third party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that ZyloChat is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that ZyloChat has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

All prices and fees displayed on the Services are exclusive of applicable central, state or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in Indian Rupees (INR), and all payments shall be in Indian currency.

Our charges for subscription plans (monthly, annual, or other period, as applicable from time to time) and fees for any additional Services are posted on the Site and may be changed from time to time. If you have signed up for a ZyloChat subscription plan (each a “Subscription Plan”) and any part of a month, year, or other period is included in the Term, then payment will be due for the full month, full year, or full other period, as applicable. Payments for monthly Subscription Plans are due for any month on the same or closest date to the day you made your first monthly payment, and Payments for yearly Subscription Plans are due for any year on the same or closest date to the day you made your first yearly payment. Please note that fees for certain Services may vary country by country and certain customers may have access to different billing and payment features, depending on when they created their account with ZyloChat.

If you have signed up for a Subscription Plan or have opted to auto-refill your account with funds to pay for certain Services, you will provide us with a valid payment instrument and hereby authorize us to deduct the monthly, yearly or other automatic charges against that payment instrument. You’ll replace the information for any payment instrument that expires with information for a valid one. Anyone using a payment instrument represents and warrants that they are authorized to use that payment instrument, and that any and all charges may be billed to that payment instrument and won’t be rejected. If we’re unable to process your payment order, we’ll try to contact you by email and will suspend your account until your payment can be processed.

We’ll give you a refund for all or a portion of a prepaid month or year, as applicable, if we stop providing our Services to you for a reason that’s not laid out in these Terms as determined by ZyloChat in its sole discretion. We may offer a refund to customers, if such customer applies for a refund based on the requirements posted on the Site. You won’t be entitled to a refund from us under any other circumstances. For any queries or concerns regarding your purchase, please reach out to our customer support team at contact@zylochat.com.

From time to time, we may offer trials of paid Services for a specified period without payment or at a reduced rate (a “Trial”). We reserve the right to determine eligibility for any Trial, which may vary based on factors including, but not limited to, the Services selected and how recently you redeemed a Trial. Certain limitations may also exist with respect to combining Trials with any other offers. Each Trial provides access to the Services at the price advertised (if any) for an initial, introductory period (the “Trial Period”) beginning at the moment you confirm your acceptance of the Trial by submitting valid payment details that are accepted by us. By submitting your payment details you: (i) confirm your acceptance of the Trial and (ii) accept and agree to these Terms of Service. All information collected by us under any Trial will be processed and used in accordance with our Privacy Policy. A Trial must be accepted before the applicable expiration date advertised, if any. Except where prohibited by law, we reserve the right to modify, suspend, or terminate a Trial at any time and for any reason, in which case we will not honor subsequent Trial enrollments. The Trial Period shall continue for the period as advertised, subject to the previous sentence. UNLESS YOU CANCEL A TRIAL BEFORE THE END OF THE TRIAL PERIOD, YOU WILL AUTOMATICALLY BECOME A RECURRING SUBSCRIBER TO THE SERVICES YOU CHOSE TO SIGN UP FOR UNDER THE TRIAL AND THE PAYMENT METHOD YOU PROVIDED WILL AUTOMATICALLY BE CHARGED THE THEN-CURRENT APPLICABLE PRICE. IF YOU CANCEL THE TRIAL DURING THE TRIAL PERIOD, YOU WILL LOSE ACCESS TO THE SERVICES.

10. Termination and Suspension

Unless otherwise agreed to in writing between you and ZyloChat, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services.

We reserve the right to refuse the Services to anyone for any reason at any time. ZyloChat may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement without any notice. If ZyloChat terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. ZyloChat reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 17 of these Terms of Service.

11. Links to Third-Party Websites; Optional Third-Party Tools

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by ZyloChat or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. ZyloChat does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that ZyloChat is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites.

Additionally, you may link your Account with online accounts you may have with third-party service providers, such as Facebook, Instagram, WhatsApp and Telegram (each such account, a “Third-Party Account”), by either: (i) providing your Third-Party Account login information through the Services; or (ii) allowing ZyloChat to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to ZyloChat and/or grant ZyloChat access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating ZyloChat to pay any fees or making ZyloChat subject to any usage limitations imposed by such third-party service providers. By granting ZyloChat access to any Third-Party Accounts, you understand that (1) ZyloChat may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, and (2) ZyloChat may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or ZyloChat's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS.

12. Ownership and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by ZyloChat, excluding User Generated Content, which users hereby grant ZyloChat a non-exclusive license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. ZyloChat owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under applicable copyright laws. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without ZyloChat's express prior written consent and, if applicable, the holder of the rights to the User Generated Content.

Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of ZyloChat and, if applicable, the holder of the rights to the User Generated Content.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place ZyloChat under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you. You further acknowledge that all correspondence you submit to us shall become our sole and exclusive property.

13. Copyright Complaints and Copyright Agent

ZyloChat respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to ZyloChat at Growth X Pro Venture Private Limited, Bur Dubai - Flat no 205 - 4 Alnoor building 3 - Al Mankhool - Dubai - United Arab Emirates; email contact@zylochat.com:

• A description of the copyrighted work that you claim has been infringed, including the URL or other specific location on the Services where the material is located. Include enough information to allow ZyloChat to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists;
• Your address, telephone number, and e-mail address;
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the copyright owner or the person authorized to act on the owner’s behalf.

14. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of ZyloChat and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain its confidentiality. You shall promptly notify ZyloChat in writing of any unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from such unauthorized use. You shall return all originals and any copies of any materials containing Confidential Information upon termination of this Agreement.

The term “Confidential Information” means any and all of ZyloChat’s trade secrets, confidential and proprietary information, and all other information and data of ZyloChat that is not generally known to the public or other third parties who could derive value from its use or disclosure.

15. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZyloChat MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, ANY CONTENT PROVIDED BY OR TRANSMITTED VIA THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OR EVENTS BEYOND OUR REASONABLE CONTROL. UNDER NO CIRCUMSTANCES WILL ZyloChat AND ITS AFFILIATES OR THEIR CORPORATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. IF, NOTWITHSTANDING THE FOREGOING, IT IS DETERMINED THAT ZyloChat IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO ZyloChat DURING THE SIX MONTHS PRIOR TO THE CLAIM OR (II) TEN THOUSAND INDIAN RUPEES (₹10,000), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

16. Indemnification

You agree to indemnify, defend, and hold harmless ZyloChat and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement, (iii) your violation of any law or the rights of any user or third party, and (iv) any content submitted by you or via your Account to the Services, including to the extent such content may infringe on any intellectual property rights or otherwise be illegal or unlawful. You further agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering tools, or any other action that places an unreasonable burden on our infrastructure. ZyloChat reserves the right, in its sole discretion, to assume the exclusive defense and control of any claim otherwise subject to your indemnification, and you will not settle any claim without ZyloChat's prior written consent.

17. Dispute Resolution – Arbitration

The Terms and the relationship between you and ZyloChat shall be governed by the laws of India. Any claim you may have against ZyloChat must be resolved through arbitration or any other form of alternate dispute resolution within the territorial jurisdiction of the courts of Dubai only. The failure of ZyloChat to enforce any right or provision of these Terms shall not constitute a waiver. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision. You agree that any cause of action brought by you arising out of your use of the Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred. These Terms shall inure to the benefit of and be binding upon the successors and assigns of the parties. ZyloChat submits to the jurisdiction of the courts of India and will cooperate with Indian law enforcement if required.

18. Governing Law

This Agreement and your use of the Services will be governed by, and construed under, the laws of India, without regard to its conflict of law provisions. This choice of law provision is intended to specify the application of Indian law to interpret this Agreement.

19. No Agency; No Employment

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship between you and ZyloChat.

20. General Provisions

Failure by ZyloChat to enforce any provision of this Agreement will not be deemed a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and ZyloChat with respect to its subject matter and supersedes all prior communications. If any provision is deemed invalid or unenforceable, it will be modified or excised, and the remaining provisions will continue in full force. You may not assign or transfer this Agreement without ZyloChat's prior written consent. ZyloChat may assign or transfer this Agreement without your consent. This Agreement will inure to the benefit of ZyloChat and its successors and assigns.

21. Changes to this Agreement and the Services

ZyloChat reserves the right, at its sole discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and the Privacy Policy) and to modify, improve, or discontinue the Services or any content therein, at any time, effective with or without notice and without liability to ZyloChat. ZyloChat will endeavor to notify you of material changes by email but is not liable if such notice is not provided. Your continued use of the Services constitutes your acceptance of any changes. If you do not agree with the revisions, you must terminate your use of the Services immediately.

22. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any person who is not a party to this Agreement.

23. Notices and Consent to Receive Notices Electronically

You consent to receive all communications (collectively, “Notices”) electronically, including by email or posting on the Site. Such electronic delivery constitutes valid notice under applicable laws. Unless otherwise specified, all notices shall be deemed given when received.

24. Contacting Us

If you have any questions about these Terms of Service or the Services, please contact us via our support portal at zylochat.com/contact or by mail to Growth X Pro Venture Private Limited, Bur Dubai - Flat no 205 - 4 Alnoor building 3 - Al Mankhool - Dubai - United Arab Emirates.