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Last Updated: October 28, 2025
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:
If you do not agree to these Terms, you must immediately discontinue use of the Services.
"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, Growth, Pro, Scale, or Enterprise) 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).
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.
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.
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.
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.
If Customer's usage exceeds the limits of their Subscription Plan during any Subscription Term:
By subscribing to the Services, Customer authorizes Zipchat to charge overage fees automatically to prevent service interruption. Overage charges are non-refundable.
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.
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:
Zipchat is not liable for any loss or damage arising from Customer's failure to protect account credentials.
Customer agrees to pay all Subscription Fees associated with their selected Subscription Plan. All fees are:
Zipchat uses third-party payment processors including Stripe, Inc. and Shopify Payments (collectively, "Payment Processors") to process payments. By providing payment information, Customer:
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.
If any payment fails or is declined:
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.
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.
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.
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:
Customer is solely responsible for:
Customer represents and warrants that Customer Data will not contain:
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.
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.
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.
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:
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.
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:
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.
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.
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.
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.
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.
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/.
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.
Zipchat implements commercially reasonable technical and organizational security measures to protect Customer Data, including:
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.
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:
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.
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:
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.
Zipchat reserves the right to modify, update, or discontinue any aspect of the Services at any time, including:
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.
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.
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:
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.
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:
Zipchat does not control, endorse, or assume responsibility for third-party platforms, integrations, or services. Zipchat makes no warranties regarding:
Customer's use of third-party services is at Customer's own risk and subject to the third-party provider's terms and conditions.
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.
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.
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:
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
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.
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.
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:
The limitations in Sections 11.1 and 11.2 do not apply to:
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.
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.
"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:
The Receiving Party agrees to:
Confidential Information does not include information that:
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.
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:
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:
Zipchat's indemnification obligations in Section 13.2 do not apply to claims arising from:
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:
The remedies in this Section 13.4 constitute Zipchat's sole liability and Customer's exclusive remedy for any IP Claim.
The indemnified party will:
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.
Customer may terminate these Terms and cancel their subscription at any time by:
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).
Zipchat may suspend or terminate Customer's access to the Services immediately, with or without notice, if:
Zipchat will provide notice and an opportunity to cure where reasonably practicable, except in cases of suspected fraud, security threats, or legal prohibition.
Upon termination or expiration of these Terms:
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.
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.
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.
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.
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:
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.
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:
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.
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:
Subject to the foregoing, these Terms bind and benefit the parties and their respective successors and permitted assigns.
All notices required or permitted under these Terms must be in writing and will be deemed given:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
