Zoko AI Terms

1. Scope and Definitions

These AI Terms govern your access to and use of the artificial intelligence features of the Zoko platform. They form part of, and are incorporated by reference into, the Zoko Terms of Service, and Section 16 of those Terms points here. Capitalised terms used but not defined here have the meaning given in the Terms of Service. Where these AI Terms conflict with the Terms of Service on an AI matter, these AI Terms apply.

The Services include features that use artificial intelligence and machine learning, such as AI-powered sales, support, and order-status assistants ("AI Features"). AI Features generate output automatically based on your configuration, your Customer Content, and underlying AI models, which may be provided by third-party AI providers.

You acknowledge that AI-generated output may be inaccurate, incomplete, or inappropriate for your purposes, and you are responsible for reviewing and supervising how AI Features are configured and what they communicate to your End Users. You must not use AI Features to generate content that violates the Acceptable Use Policy or applicable law, and you are responsible for any disclosures to End Users about automated communications that applicable law requires. Zoko disclaims liability for actions you take, or communications sent to your End Users, in reliance on AI-generated output.

2. Inputs, Outputs, and Third-Party Model Training

"Input" means the content you provide for processing by an AI Feature, including prompts, instructions, knowledge-base material, and conversation content. "Output" means the response an AI Feature generates. Input and Output are your Customer Content, and Section 4 of the Terms of Service applies to them. You are solely responsible for your Input, for how Output is used, and for ensuring that neither violates applicable law, this Agreement, or the rights of any third party.

Zoko may collect and use data about your interaction with the AI Features, including Input and Output, in order to provide the AI Features to you, to maintain, secure, troubleshoot, improve, and develop them, to comply with applicable law, and to enforce this Agreement and the Acceptable Use Policy.

ZOKO CONTRACTUALLY RESTRICTS ITS THIRD-PARTY AI PROVIDERS FROM USING YOUR CUSTOMER CONTENT TO TRAIN OR OTHERWISE IMPROVE THEIR MODELS OR SERVICES FOR GENERAL USE. WHERE YOU CONNECT YOUR OWN AI PROVIDER ACCOUNT UNDER SECTION 9, YOUR RELATIONSHIP WITH THAT PROVIDER GOVERNS, AND IT IS YOUR RESPONSIBILITY TO SET ANY TRAINING OR DATA-RETENTION CONTROLS AVAILABLE IN THAT ACCOUNT.

Because of how machine learning works, Output may not be unique. An AI Feature may generate the same or substantially similar output for Zoko or for another customer ("Other Results"), and you have no right, title, or interest in Other Results. Zoko and its AI providers own the AI Features themselves and all intellectual property in them, and no rights in them are granted to you beyond the right to use them under this Agreement.

3. How Zoko Uses Your Data to Improve the Services

Zoko builds and operates its own AI products, and improving them depends on learning from how the AI Features perform in real use.

You grant Zoko a worldwide, non-exclusive, royalty-free licence to use Customer Content, Input, Output, and data about your interaction with the AI Features in order to operate, secure, troubleshoot, analyse, measure, evaluate, tune, and improve the Services and the AI Features, and to develop new features and products. This includes reviewing individual conversations and Outputs where necessary to diagnose a fault, assess quality, or evaluate a change.

3.1 De-identified data and model training

Zoko may create de-identified and aggregated data from Customer Content and from use of the AI Features. De-identified data is produced so that it does not identify, and cannot reasonably be used to identify, you, your business, your End Users, or any individual, and does not reveal the content of any individual message in a form attributable to a person.

ZOKO MAY USE DE-IDENTIFIED DATA WITHOUT RESTRICTION FOR ANY LAWFUL BUSINESS PURPOSE, INCLUDING TO TRAIN, FINE-TUNE, TEST, BENCHMARK, AND EVALUATE ZOKO'S OWN MODELS, PROMPTS, CLASSIFIERS, AND AI FEATURES. ZOKO OWNS DE-IDENTIFIED DATA AND ANY MODEL, WEIGHTS, PROMPTS, CONFIGURATION, OR IMPROVEMENT DERIVED FROM IT. MODELS AND FEATURES IMPROVED IN THIS WAY MAY BE MADE AVAILABLE TO OTHER CUSTOMERS, AND YOU HAVE NO RIGHT, TITLE, OR INTEREST IN THEM AND NO CLAIM TO COMPENSATION.

Zoko will de-identify Customer Content before using it to train or fine-tune any model that is not exclusive to your Account. Zoko will not publish de-identified data drawn from so small a sample that you could reasonably be re-identified from it.

3.2 Your choice

If you would prefer your Customer Content not to be used to train or fine-tune Zoko models, even in de-identified form, write to contact@zoko.io with the subject line "AI training opt-out". Opting out takes effect within a reasonable period, applies from that point forward, and does not affect your access to the Services, the quality of support you receive, or the price you pay. It does not apply to data already de-identified or to models already trained, and it does not limit Zoko's use of your data to operate, secure, troubleshoot, and support the Services under the first paragraph of this Section.

3.3 Relationship to the Data Processing Addendum

Where Zoko processes personal data on your behalf to deliver the Services, it acts as your processor under the Data Processing Addendum. Where Zoko creates and uses de-identified data as described in this Section, it does so as a controller for its own purposes, and the data is no longer personal data. Section 4 of the Terms of Service and Section 4 of the Privacy Policy also govern aggregated and anonymised data.

4. Restrictions on Use of AI Features

You must not use the AI Features or any Output:

• to develop, train, or improve any foundation model, large-scale model, or competing product or service;
• to mislead any person into believing that Output was produced solely by a human, where applicable law or platform policy requires disclosure of automated communication;
• to generate spam, or content for dissemination in political or electoral campaigns;
• to circumvent or attempt to bypass any rate limit, quota, filter, or safeguard applied to the AI Features; or
• in any manner that violates this Agreement, the Acceptable Use Policy, applicable law, or the terms of any AI provider, including the usage policies of OpenAI, Anthropic, Google, or any other provider whose models are used.

Zoko may monitor, limit, or suspend your use of the AI Features where we reasonably believe your usage circumvents rate limits, degrades the security, operability, or integrity of the Services, violates this Agreement, or would expose Zoko to liability.

5. Mandatory Human Oversight

AI Features are decision-support and conversation-assistance tools. They are not a substitute for human judgment and must not be deployed as an unsupervised, fully autonomous channel between your business and your End Users.

YOU AGREE THAT YOU WILL NOT DEPLOY OR OPERATE ANY AI FEATURE WITHOUT MEANINGFUL AND CONTINUING HUMAN OVERSIGHT. HUMAN OVERSIGHT IS A CONDITION OF YOUR USE OF AI FEATURES, NOT A RECOMMENDATION.

At a minimum, meaningful human oversight requires that you:

• designate competent personnel responsible for monitoring AI Feature behavior and output on an ongoing basis;
• test and review any bot, prompt, instruction set, knowledge base, or automation before enabling it in a live conversation with End Users, and re-test after material changes;
• maintain a practicable means for an End User to reach a human representative, and for your personnel to intervene in, pause, take over, or disable any AI-driven conversation;
• periodically review AI-generated conversations for accuracy, tone, and legal compliance, including any pricing, availability, delivery, refund, warranty, health, safety, or eligibility statements the AI may make; and
• promptly correct, disable, or escalate any AI Feature that is producing inaccurate, unlawful, misleading, or otherwise inappropriate output.

IF YOU DEPLOY AI FEATURES WITHOUT SUCH OVERSIGHT, YOU DO SO ENTIRELY AT YOUR OWN RISK AND YOU ASSUME FULL AND EXCLUSIVE LIABILITY FOR EVERY CONSEQUENCE, INCLUDING WITHOUT LIMITATION ANY STATEMENT, REPRESENTATION, PROMISE, QUOTE, COMMITMENT, DISCOUNT, OR OFFER AN AI FEATURE MAKES TO AN END USER, WHETHER OR NOT YOU INTENDED OR AUTHORIZED IT. ANY SUCH OUTPUT IS DEEMED YOUR OWN COMMUNICATION TO YOUR END USER. ZOKO IS NOT A PARTY TO, AND BEARS NO LIABILITY FOR, ANY OBLIGATION AN AI FEATURE PURPORTS TO CREATE BETWEEN YOU AND AN END USER.

6. AI Output, Commitments, and Allocation of Liability

EVERY OUTPUT AN AI FEATURE SENDS TO AN END USER IS DEEMED YOUR OWN COMMUNICATION, MADE BY YOU, IN YOUR NAME, AND ON YOUR BEHALF. IT IS NOT A COMMUNICATION BY ZOKO. ZOKO IS NOT A PARTY TO ANY CONTRACT, PROMISE, REPRESENTATION, OR OBLIGATION THAT AN AI FEATURE CREATES OR PURPORTS TO CREATE BETWEEN YOU AND AN END USER, AND HAS NO LIABILITY IN RESPECT OF IT.

6.1 Commitments made by an AI Feature

An AI Feature may state something that is inaccurate, unauthorised, or commercially unwelcome. You accept that risk in full. Without limiting the generality of this Section, you are solely responsible for any Output that:

• offers, applies, or confirms a discount, voucher, coupon, price match, free item, upgrade, or other concession, whether or not you authorised it;
• quotes an incorrect price, currency, tax amount, shipping cost, or total;
• promises or implies a delivery date, dispatch time, stock position, or availability;
• agrees to a refund, return, exchange, cancellation, credit, or compensation, or waives a term of your own policies;
• makes a warranty, guarantee, eligibility statement, or claim about a product's characteristics, origin, safety, or performance;
• accepts an order, confirms a booking, or purports to conclude a contract;
• gives advice of a regulated nature, including medical, legal, financial, or insurance advice;
• makes a statement about a third party, or discloses information that should not have been disclosed; or
• is discriminatory, misleading, defamatory, or otherwise unlawful.

WHETHER YOU ARE LEGALLY BOUND BY SUCH AN OUTPUT IS A MATTER BETWEEN YOU AND YOUR END USER, DETERMINED BY THE LAW THAT APPLIES TO YOUR RELATIONSHIP WITH THEM. ZOKO TAKES NO POSITION ON IT, HAS NO OBLIGATION TO MEDIATE OR PARTICIPATE IN IT, AND IS NOT LIABLE FOR THE OUTCOME. IF YOU CHOOSE TO HONOUR A COMMITMENT AN AI FEATURE MADE, THAT IS YOUR COMMERCIAL DECISION AND ITS COST IS YOURS. IF YOU CHOOSE NOT TO HONOUR IT, ANY RESULTING DISPUTE, COMPLAINT, CHARGEBACK, OR CLAIM IS YOURS.

6.2 No agency and no authority

An AI Feature operates as a tool that you configure, enable, and control. It is not Zoko's agent, employee, or representative, and it does not act for Zoko. Nothing an AI Feature says creates any authority, actual or apparent, for Zoko to bind you or for you to bind Zoko. Zoko makes no representation to any End User, and you must not describe an AI Feature to your End Users in a way that suggests Zoko is responsible for what it says.

6.3 Configuration is your responsibility

You decide what an AI Feature is permitted to discuss, what data and policies it is given, what discounts or concessions it may reference, whether it may make any commitment at all, and what limits and guardrails apply to it. Where the Services make controls available for that purpose, including scoping instructions, topic restrictions, approval steps, escalation to a human, and limits on offers, you are responsible for configuring them appropriately and for testing them before going live. Failing to use an available control, or configuring it permissively, is your decision and its consequences are yours.

ZOKO DOES NOT REVIEW, APPROVE, OR VERIFY YOUR AI CONFIGURATION, PROMPTS, KNOWLEDGE BASE, OR THE COMMITMENTS AN AI FEATURE IS CAPABLE OF MAKING, AND HAS NO DUTY TO DO SO. ANY DEFAULT SETTING, TEMPLATE, GUARDRAIL, EXAMPLE PROMPT, OR RECOMMENDATION ZOKO PROVIDES IS A CONVENIENCE ONLY, OFFERED ON A BEST-EFFORT BASIS, WITHOUT WARRANTY THAT IT WILL PREVENT ANY PARTICULAR OUTPUT, AND USING IT DOES NOT SHIFT ANY LIABILITY TO ZOKO.

6.4 Human oversight is a condition of this allocation

The obligations in Section 5 are a condition of your use of the AI Features. Where you deploy an AI Feature without meaningful and continuing human oversight, you do so entirely at your own risk, and you may not rely on the absence of oversight, on the autonomy of the AI Feature, or on the fact that you did not intend or foresee a particular Output, as a basis for any claim against Zoko.

6.5 Assumption of liability and indemnity

YOU IRREVOCABLY ASSUME ALL LIABILITY ARISING FROM OUTPUT SENT THROUGH YOUR ACCOUNT, INCLUDING WITHOUT LIMITATION: CLAIMS BY END USERS FOR BREACH OF CONTRACT, MISREPRESENTATION, OR MISLEADING CONDUCT; THE COST OF HONOURING ANY DISCOUNT, REFUND, OR OTHER CONCESSION; CONSUMER PROTECTION, ADVERTISING, PRICING, AND UNFAIR TRADING COMPLAINTS AND ENFORCEMENT; REGULATORY PENALTIES AND FINES; CHARGEBACKS AND PAYMENT DISPUTES; PLATFORM ENFORCEMENT BY META, SHOPIFY, OR ANY OTHER PROVIDER; CLASS ACTIONS; AND ALL RELATED COSTS AND LEGAL FEES.

YOU WILL DEFEND, INDEMNIFY, AND HOLD ZOKO HARMLESS IN FULL AGAINST ALL SUCH CLAIMS IN ACCORDANCE WITH SECTION 22 OF THE TERMS OF SERVICE. THIS OBLIGATION IS NOT SUBJECT TO, AND IS NOT CAPPED BY, THE LIMITATION OF LIABILITY IN SECTION 21 OF THE TERMS OF SERVICE, AND IT SURVIVES TERMINATION OF THE AGREEMENT INDEFINITELY.

Any cost Zoko incurs in responding to a complaint, regulatory inquiry, platform escalation, or third-party claim concerning Output sent through your Account, including internal investigation time, outside counsel fees, and remediation, is recoverable from you as a debt due and payable on demand.

6.6 No reliance

You acknowledge that you have not relied on any statement, demonstration, marketing material, benchmark, or representation by Zoko about the accuracy, reliability, or behaviour of the AI Features in deciding to deploy them, and that no such statement forms part of the Agreement or creates any warranty.

7. Accuracy and Availability

Zoko makes no representation, warranty, or indemnity as to the results obtained from the AI Features, or as to the accuracy, currency, or completeness of any Output. You should not rely on factual assertions in Output without independently checking them. Output that appears authoritative because of its detail or specificity may still contain material inaccuracies, and may not reflect events or changes occurring after the underlying model was trained. No advice or information obtained from Zoko or through the AI Features creates any warranty not expressly stated in this Agreement.

DOWNTIME OF THE AI FEATURES THAT RESULTS FROM A FAILURE, OUTAGE, RATE LIMIT, QUOTA, OR SUSPENSION BY A THIRD-PARTY AI PROVIDER IS EXCLUDED FROM UPTIME CALCULATIONS UNDER THE SERVICE LEVEL AGREEMENT, AND ZOKO HAS NO LIABILITY FOR IT.

Use of the AI Features is optional, may be subject to additional fees, and may be modified, limited, suspended, or discontinued at any time in accordance with Section 27 of the Terms of Service.

8. Adversarial Use, Manipulation, and Off-Purpose Use

AI Features are designed to operate within the scope you configure, in the context of ordinary commercial conversations with your End Users. Like all systems of this kind, they can be targeted by users who deliberately attempt to manipulate them, and no provider can guarantee that such attempts will always fail.

ZOKO ACCEPTS NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR AI FEATURE BEHAVIOR, OUTPUT, COST, OR CONSEQUENCE RESULTING FROM ANY DELIBERATE ATTEMPT BY ANY PERSON TO MANIPULATE, MISDIRECT, JAILBREAK, OR OTHERWISE MISUSE AN AI FEATURE, OR FROM ANY USE OF AN AI FEATURE OUTSIDE ITS INTENDED COMMERCIAL PURPOSE.

Without limiting the generality of the foregoing, this exclusion expressly covers:

• Prompt injection and instruction override: attempts to override, ignore, extract, reveal, or replace the system instructions, guardrails, persona, or configured scope of an AI Feature, including inputs of the form "ignore all previous instructions", role-play framings, encoded or obfuscated instructions, or instructions embedded in files, links, images, or other content submitted to the AI Feature;
• Off-purpose exploitation: using an AI Feature as a general-purpose assistant rather than for your commercial conversations, including prompting it to write or debug software code, produce essays, translations, or long-form documents, solve unrelated problems, or otherwise perform work unrelated to your business;
• Resource exhaustion: any conduct intended or reasonably likely to inflate consumption of tokens, credits, messages, or compute, including prolonged, repetitive, automated, scripted, or high-volume interactions, deliberately verbose prompts, or coordinated activity by multiple parties;
• Extraction attempts: attempts to induce an AI Feature to disclose your configuration, prompts, knowledge base, other End Users' data, credentials, or Zoko's Confidential Information; and
• Inducement of harmful output: attempts to induce an AI Feature to produce unlawful, defamatory, discriminatory, harassing, obscene, or otherwise harmful content, or to make binding commitments on your behalf.

ALL CHARGES, TOKEN CONSUMPTION, CREDIT CONSUMPTION, AND THIRD-PARTY COSTS ARISING FROM SUCH CONDUCT REMAIN FULLY PAYABLE BY YOU AND ARE NON-REFUNDABLE. ALL LIABILITY ARISING FROM SUCH CONDUCT, INCLUDING TOWARD THE END USER CONCERNED AND ANY THIRD PARTY, RESTS SOLELY WITH YOU. ZOKO HAS NO OBLIGATION TO DETECT, PREVENT, BLOCK, OR REMEDY SUCH CONDUCT, AND ANY MITIGATION, FILTER, RATE LIMIT, OR SAFEGUARD ZOKO PROVIDES IS OFFERED ON A BEST-EFFORT BASIS WITHOUT WARRANTY THAT IT WILL BE EFFECTIVE.

You are responsible for configuring your AI Features defensively, including scoping instructions narrowly, restricting the topics an AI Feature will engage with, and setting any rate, length, or usage limits available to you, and for monitoring for abusive interaction patterns among your End Users.

9. Third-Party AI Accounts, Tokens and Spend Controls

Certain AI Features operate using AI provider accounts, API keys, model subscriptions, or other third-party accounts that you connect to your Zoko Account ("Your AI Accounts"). Where Your AI Accounts are used, tokens, credits, compute, and charges are consumed directly from and billed directly to those accounts by the relevant provider, under that provider's own terms and pricing, to which Zoko is not a party.

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL CONSUMPTION AND ALL CHARGES INCURRED ON YOUR AI ACCOUNTS THROUGH YOUR USE OF THE SERVICES, WITHOUT LIMIT AND REGARDLESS OF CAUSE. ZOKO WILL NOT REIMBURSE, CREDIT, DISCOUNT, OR OTHERWISE BE LIABLE FOR ANY AMOUNT CHARGED TO YOUR AI ACCOUNTS, INCLUDING AMOUNTS YOU CONSIDER UNEXPECTED, EXCESSIVE, RUNAWAY, OR UNINTENDED.

IT IS YOUR SOLE RESPONSIBILITY TO CONFIGURE AND MAINTAIN APPROPRIATE FINANCIAL AND OPERATIONAL CONTROLS ON YOUR AI ACCOUNTS, INCLUDING SPEND CAPS, HARD AND SOFT BUDGET LIMITS, RATE LIMITS, QUOTAS, USAGE ALERTS, BILLING NOTIFICATIONS, AND REGULAR REVIEW OF USAGE DASHBOARDS. YOUR FAILURE TO CONFIGURE SUCH CONTROLS, OR TO MONITOR THEM, IS NOT A DEFECT IN THE SERVICES AND CREATES NO CLAIM AGAINST ZOKO OF ANY KIND.

You acknowledge and agree that Zoko does not control, meter, cap, or monitor consumption on Your AI Accounts; does not set or influence third-party AI provider pricing, which may change without notice; has no obligation to notify you of your consumption levels or to warn you as spend increases; and is not liable for any suspension, throttling, quota exhaustion, key revocation, or service interruption imposed by an AI provider, including where this causes your AI Features to stop functioning. You are responsible for keeping your API keys and credentials secure, for revoking them if compromised, and for all activity conducted using them.

Where Zoko instead provides AI capability on a bundled, metered, or credit-based basis as part of your Subscription Plan, consumption is measured by Zoko's records, which will be conclusive absent manifest error, and overage is charged in accordance with Section 9 of the Terms of Service.

10. Automated Decision-Making

If you are located in, or serve End Users located in, the European Economic Area, the United Kingdom, Switzerland, or Brazil, you must not use the Services for automated individual decision-making, including profiling, that produces legal effects concerning an individual or similarly significantly affects them. Without limiting that restriction, you must not use the Services to:

• assess financial information to determine eligibility for credit, loans, or payment terms;
• screen job applications, CVs, or educational admissions to decide which candidates progress;
• evaluate an individual's data, including lifestyle or behavioural data, to set insurance premiums or determine coverage eligibility;
• assess symptoms or medical history to suggest diagnoses, treatments, or referrals;
• assess applications for government benefits or entitlements; or
• determine access to essential services, housing, or education.

Where you use automated decision-making elsewhere, you are responsible for providing the notices, human review, and rights of objection that applicable law requires, and for the lawfulness of that processing as controller.

11. Changes, Liability, and Governing Law

Use of the AI Features is optional and may be subject to additional fees. Zoko may modify or replace these AI Terms, and may change, suspend, or discontinue any AI Feature, in accordance with Section 27 of the Terms of Service. Your continued use of the AI Features after a change takes effect constitutes acceptance of it.

Your liability under these AI Terms, and Zoko's, is governed by Sections 20 and 21 of the Terms of Service. Your indemnity obligations under Section 22 of those Terms extend to claims arising from your use of the AI Features and from Output sent to your End Users.

These AI Terms are governed by the laws of the State of Delaware, USA, in accordance with Section 24 of the Terms of Service. Disputes follow the escalation path and arbitration provisions in Sections 23 and 24 of those Terms.

Questions can be sent to contact@zoko.io.