Legal
OverviewTerms of ServiceAcceptable Use PolicyAI TermsPrivacy PolicyRefund PolicyData Processing AddendumSub-processorsService Level AgreementCookies StatementData Act AddendumTrust CenterBourbon Science Inc.
Contents
These Terms of Service form a legally binding agreement between you and Bourbon Science Inc., a Delaware corporation doing business as "Zoko" ("Zoko", "we", "our", or "us"). They govern your access to and use of our websites, applications, dashboards, APIs, tools, and related products and services, including our WhatsApp commerce and messaging platform (collectively, the "Services").
BY CREATING AN ACCOUNT, CLICKING "I AGREE" (OR A SIMILAR BUTTON OR CHECKBOX), INSTALLING OUR SHOPIFY APP, CONNECTING A WHATSAPP BUSINESS ACCOUNT THROUGH ZOKO, ACCESSING OR USING THE SERVICES, OR TAKING PART IN A CONVERSATION FACILITATED BY THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES.
If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.
The following documents are incorporated into these Terms by reference and form part of them: our Acceptable Use Policy, Privacy Policy, Data Processing Addendum and its Sub-processor List, Service Level Agreement, AI Terms, Refund Policy, Cookies Statement, and, for customers established in the European Union, our Data Act Addendum. If you use the WhatsApp Business Solution through Zoko, the Special Terms of the WhatsApp Business Solution set out in Section 14 also apply. Together, these documents form the "Agreement". Where any of them conflicts with these Terms, these Terms prevail, except that the Data Processing Addendum prevails on the processing of personal data and the Data Act Addendum prevails on switching and portability for EU customers.
PLEASE NOTE: SECTION 23 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT HOW DISPUTES BETWEEN YOU AND ZOKO ARE RESOLVED. PLEASE READ IT CAREFULLY.
Zoko provides a platform that lets businesses sell, market, and provide customer support on WhatsApp and other messaging channels. The Services include, among other things, access to the WhatsApp Business Platform through Zoko, a shared team inbox, broadcast and campaign tools, automation and chatbot builders, catalog and cart functionality, integrations with e-commerce platforms such as Shopify, and AI-powered assistants.
Your purchase and use of the Services is governed by this Agreement, unless you and Zoko have signed a separate agreement or order form, in which case that separate agreement will control to the extent of any conflict.
Zoko treats the confidentiality, integrity, and availability of the data entrusted to us as fundamental to our business. We are ISO 27001 v2022 compliant and GDPR compliant, and our status against both is published and continuously monitored in our Trust Center. We handle personal data in accordance with the EU and UK General Data Protection Regulation and other applicable data protection law, in the roles described in Section 8 and in the DPA.
Detailed and current information about our security posture, compliance status, control framework, subprocessors, and data handling practices, including our data protection, data retention, asset management, and business conduct policies, is published in our Trust Center at https://zoko.trust.site/. Certain documents there are made available on request. We encourage you to review it before and during your use of the Services, and to direct security and privacy diligence questions to contact@zoko.io.
Our processing of personal data on your behalf is governed by our Privacy Policy and, where applicable, the DPA, which together set out our respective roles, the purposes and means of processing, our security commitments, our use of subprocessors, and the handling of data subject requests and personal data breaches. In the event of any conflict between the Trust Center and the DPA or Privacy Policy in respect of our contractual obligations, the DPA and Privacy Policy prevail.
The Trust Center is provided for information and is updated from time to time; its contents describe our practices as at the date shown and do not form part of this Agreement or create any representation, warranty, or contractual commitment beyond those expressly set out in this Agreement, the Privacy Policy, and the DPA. Compliance frameworks, certifications, and attestations may be added, renewed, varied, or withdrawn over time, and nothing in this Section obliges Zoko to maintain any particular framework or certification. Nothing in this Section reduces your own responsibilities under Sections 5, 6, 8, and 13, or makes Zoko responsible for the compliance of any Third-Party Service.
Where you are established in the European Union, applicable law, including the EU Data Act, may give you additional rights to retrieve your data and to switch to another provider. Nothing in this Agreement limits those rights, and Section 12 sets out the export and migration assistance we provide.
Our Service Level Agreement sets out our uptime commitment, what is excluded from it, and the service credits available if we fall short. Service credits are the sole and exclusive remedy for any failure to meet that commitment. Downtime caused by a third-party service, including Meta and the WhatsApp Business Platform, is excluded from uptime calculations, as is downtime of AI Features under the Zoko AI Terms and of Beta Features under this Section.
Where we make a mobile or desktop application available, your installation of it constitutes consent to the automatic download and installation of updates and upgrades released through the Services. The application may communicate with our servers to deliver functionality and record usage metrics, may affect application-related preferences or data stored on your device, and may collect information as described in our Privacy Policy. You may uninstall it at any time. Where you obtain the application through a third-party app store, that store's terms also apply, and any end user licence terms it requires are incorporated by reference; the app store provider is not a party to this Agreement and has no obligation to furnish support for the application.
We may make features available on a beta, preview, early-access, trial, or limited-availability basis ("Beta Features"). Beta Features are provided "as is" and "as available" for evaluation only, may be incomplete or unstable, may be changed or withdrawn at any time without notice, are excluded from any service level commitment, and are Confidential Information under Section 19. Zoko has no liability arising from your use of Beta Features, and you use them at your own risk.
To use the Services you must register for an account (an "Account") and provide accurate, current, and complete information, which may include your name, business details, phone number, and email address, and may involve connecting third-party services such as Shopify, WhatsApp, Facebook, or Instagram. You agree to keep your Account information up to date.
You are responsible for safeguarding your login credentials and for all activity that occurs under your Account, whether or not authorized by you. Notify us immediately if you suspect unauthorized access to your Account or any other security breach. Zoko is not liable for losses arising from unauthorized use of your Account where we have not acted negligently.
The person or entity that signs up for the Services is the contracting party for purposes of this Agreement; if you sign up on behalf of your employer, your employer is the contracting party. Accounts are not transferable except as permitted under Section 26.
By providing your phone number and email address, you consent to Zoko contacting you (including via WhatsApp, SMS, and email) to deliver and improve the Services, provide onboarding and support, and send service notices such as billing reminders, outage alerts, and feature updates. You can opt out of non-essential communications at any time through your Account settings or by contacting us; carrier charges may apply to messages you receive.
WHEN YOU CONTACT ZOKO SUPPORT, REPORT A FAULT, RAISE A TICKET, OR OTHERWISE ASK US FOR ASSISTANCE, YOU THEREBY AUTHORIZE ZOKO AND ITS SUPPORT PERSONNEL TO ACCESS YOUR ACCOUNT AND THE DATA WITHIN IT AS REASONABLY NECESSARY TO INVESTIGATE, REPRODUCE, DIAGNOSE, AND RESOLVE THE MATTER YOU HAVE RAISED. THIS AUTHORIZATION IS GIVEN AT THE MOMENT YOU MAKE THE REQUEST AND NO SEPARATE OR REPEATED PERMISSION IS REQUIRED FOR US TO ACT ON IT.
Depending on what you have reported, such access may include viewing and interacting with your Account settings and configuration; your message templates, flows, automations, and AI Feature configuration; your team inbox and individual conversations, including message content and attachments; your contact lists, tags, and segments; your catalog, cart, and order data; your integration settings and connection status with Third-Party Providers; your billing and usage records; and system, delivery, error, and audit logs relating to your Account. It may also include accessing your Account in an administrative or "view as" capacity, and making configuration changes where doing so is necessary to diagnose or fix the issue.
This authorization is limited in purpose: we will access your Account for the purpose of investigating and resolving the matter you raised (and any directly related fault we identify in the course of doing so), and not for unrelated purposes. Access will be limited to personnel who need it, will be handled in accordance with our Privacy Policy and, where applicable, the DPA, and may be logged. The authorization continues for as long as reasonably necessary to resolve the matter and to confirm the resolution, and covers any recurrence of the same issue.
You represent and warrant that you have the authority and, where required, the legal basis to grant this access, including in respect of personal data of your End Users and personnel contained in your Account, and that your privacy notices permit disclosure to your service providers for support purposes. Where Zoko acts as your processor, your support request constitutes a documented instruction from you to process the relevant data for the purpose of resolving that request.
You may ask us to work on a report without accessing your Account, and we will attempt to do so, but you acknowledge that we may then be unable to reproduce, diagnose, or resolve the issue, and that Zoko has no liability for an unresolved issue in those circumstances, including under any service level commitment. Nothing in this Section limits Zoko's separate rights to access Account data for security, fraud prevention, billing, legal compliance, or enforcement purposes as described elsewhere in this Agreement.
You will maintain administrative, physical, and technical safeguards for your Account and for any data you hold that meet or exceed industry standards appropriate to the sensitivity of that data, comply with applicable law, and are designed to prevent unauthorised access to, or use, disclosure, alteration, loss, or destruction of, that data. This includes using strong and unique credentials, enabling multi-factor authentication where available, managing team member access on a least-privilege basis, promptly removing access for departing personnel, and keeping your own systems and devices secure.
If you become aware of any actual or suspected unauthorised access to your Account, compromise of your credentials or API keys, or any other security incident affecting data held in or transmitted through the Services, you will notify us immediately at contact@zoko.io and will promptly take all steps required by law to address and remedy the incident, including any notification to affected individuals or regulators for which you are responsible. Your notice to us must describe the nature of the incident, when it occurred, its effect on Zoko or its users, and the corrective action you have taken. You will cooperate with any reasonable request we make in connection with the incident.
You will designate an administrator who is responsible for all matters relating to this Agreement and who is authorised to act for you in respect of your Account (your "Primary Contact"). You may change your Primary Contact at any time by written notice to us. We are entitled to rely on instructions given by your Primary Contact, and on instructions given by any team member to whom you have granted administrative access, as being given with your authority.
You will cooperate with Zoko as reasonably required for the performance of this Agreement, including by making appropriate personnel and information available, responding to reasonable requests for information needed to diagnose an issue or verify compliance, and cooperating in establishing and maintaining access controls for administrative functions of the Services.
A "Business Owner" is any person or entity that uses the Services to market, sell, or support its own business, products, or services. An "Agency" is a service provider retained by a Business Owner to set up or manage an Account or use the Services on the Business Owner's behalf.
If you are an Agency, you must (a) accurately identify the Business Owner as an administrator on the Account and on any connected WhatsApp Business Account, Shopify store, or other platform asset, and (b) confirm that you are authorized to act on the Business Owner's behalf. The Business Owner is the account owner of record for any Account created on its behalf, though the Agency retains its rights in any templates, flows, automations, or similar work product it creates ("Agency Content"), as agreed between the Agency and the Business Owner.
If the relationship between a Business Owner and its Agency ends, the Business Owner should promptly notify Zoko. Following any transfer of an Account from an Agency to a Business Owner, the Business Owner is solely responsible for all subscription fees and charges on the Account from that point forward.
"Customer Content" means any content, data, information, or materials, including messages, contact lists, product data, media files, and templates, that you, your team members, or people who message with you through the Services ("End Users") submit, upload, or transmit through the Services.
You are solely responsible for Customer Content. Zoko acts as a conduit and processor for its transmission and storage and is not involved in its creation. Zoko does not monitor Customer Content but reserves the right to remove or restrict content that we reasonably believe violates this Agreement, the law, or the policies of platforms we depend on.
You represent and warrant that your Customer Content: (a) is not false, misleading, or deceptive; (b) does not infringe any third party's intellectual property, privacy, publicity, or other rights; (c) complies with all applicable laws, including consumer protection, advertising, anti-spam, and data protection laws; (d) is not defamatory, harassing, obscene, or harmful to minors; (e) contains no malware or malicious code; and (f) does not misrepresent any affiliation with Zoko.
You retain ownership of your Customer Content. You grant Zoko a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Content solely as needed to provide, secure, maintain, and improve the Services and as otherwise permitted by this Agreement.
Zoko may generate aggregated and anonymized statistical data derived from the operation of the Services and from Customer Content ("Aggregated Data"), for example, benchmark response rates, campaign and conversion performance, delivery and read rates, adoption of features, and comparable measures across our customer base.
Aggregated Data must be created 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 contain, reveal, or reconstruct the content of any message, contact details, or other personal data. Zoko will not publish statistics drawn from so small a sample that an individual customer could reasonably be re-identified from them.
Subject to those conditions, Zoko owns Aggregated Data and may use, reproduce, publish, and disclose it for any lawful business purpose, including product development, benchmarking, industry reports, research, and marketing and social media content, during and after the term of this Agreement. This right does not permit Zoko to publish anything that identifies you or your End Users, which is governed by Section 26.1.
You may only use the Services to contact people who have given valid consent to receive your messages through the relevant channel. You are solely responsible for obtaining, recording, and honoring that consent in compliance with all laws that apply to you and your recipients, which may include, without limitation: the U.S. Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act; Canada's Anti-Spam Legislation (CASL) and PIPEDA; the EU and UK General Data Protection Regulation (GDPR) and the UK Privacy and Electronic Communications Regulations (PECR); and Brazil's LGPD (collectively, "Messaging Laws").
Without limiting the foregoing, you agree that you will:
Zoko is a service provider that transmits messages at your direction. You control message content, recipients, and timing, and you, not Zoko, are responsible for legal compliance of your messaging. Zoko does not provide legal advice and will not be liable if your use of the Services violates any Messaging Law. You should consult your own counsel about the rules that apply to your business.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU BEAR SOLE, COMPLETE, AND EXCLUSIVE RESPONSIBILITY AND LIABILITY FOR ANY AND ALL VIOLATIONS OF MESSAGING LAWS, DATA PROTECTION LAWS, CONSUMER PROTECTION LAWS, ADVERTISING LAWS, OR ANY OTHER APPLICABLE LAW, REGULATION, RULE, CODE, OR PLATFORM POLICY ARISING FROM OR RELATING TO MESSAGES SENT, SCHEDULED, AUTOMATED, OR OTHERWISE TRANSMITTED THROUGH YOUR ACCOUNT, WHETHER SENT BY YOU, YOUR EMPLOYEES, YOUR AGENCY, YOUR CONTRACTORS, YOUR INTEGRATIONS, OR ANY AUTOMATION OR AI FEATURE YOU CONFIGURE.
YOU IRREVOCABLY ASSUME ALL LIABILITY FOR SUCH VIOLATIONS AND FOR ALL RESULTING CONSEQUENCES, INCLUDING WITHOUT LIMITATION: REGULATORY INVESTIGATIONS, ENFORCEMENT ACTIONS, AUDITS, CIVIL OR CRIMINAL PENALTIES, STATUTORY DAMAGES, FINES, SANCTIONS, CLASS ACTION CLAIMS, PRIVATE RIGHTS OF ACTION, CONSUMER COMPLAINTS, JUDGMENTS, SETTLEMENTS, AND ALL RELATED LEGAL FEES, EXPERT FEES, AND COSTS OF DEFENSE. THIS ASSUMPTION OF LIABILITY IS ABSOLUTE AND APPLIES REGARDLESS OF WHETHER THE VIOLATION WAS INTENTIONAL, NEGLIGENT, INADVERTENT, OR THE RESULT OF A MISUNDERSTANDING OF THE LAW.
ZOKO ASSUMES NO LIABILITY WHATSOEVER FOR YOUR MESSAGING COMPLIANCE. ZOKO DOES NOT REVIEW, VET, PRE-APPROVE, OR VERIFY YOUR CONTACT LISTS, YOUR CONSENT RECORDS, YOUR OPT-OUT HANDLING, YOUR MESSAGE CONTENT, OR THE LEGALITY OF ANY CAMPAIGN, AND HAS NO DUTY TO DO SO. ANY GUIDANCE, TEMPLATE, DEFAULT SETTING, HELP ARTICLE, ONBOARDING ADVICE, OR COMPLIANCE FEATURE THAT ZOKO MAKES AVAILABLE IS PROVIDED AS A CONVENIENCE ONLY, DOES NOT CONSTITUTE LEGAL ADVICE, CREATES NO WARRANTY OR REPRESENTATION OF COMPLIANCE, AND DOES NOT SHIFT ANY LIABILITY TO ZOKO. YOUR USE OF ANY SUCH FEATURE DOES NOT ESTABLISH THAT YOUR MESSAGING IS LAWFUL.
IF ANY CLAIM, DEMAND, COMPLAINT, PENALTY, OR PROCEEDING IS BROUGHT AGAINST ZOKO BY ANY END USER, RECIPIENT, THIRD PARTY, REGULATOR, ATTORNEY GENERAL, DATA PROTECTION AUTHORITY, OR OTHER GOVERNMENTAL OR PLATFORM BODY ARISING OUT OF OR RELATING TO MESSAGES SENT THROUGH YOUR ACCOUNT, YOU WILL DEFEND, INDEMNIFY, AND HOLD ZOKO HARMLESS IN FULL IN ACCORDANCE WITH SECTION 22, AND YOU WILL BE SOLELY RESPONSIBLE FOR SATISFYING ANY RESULTING FINE, PENALTY, JUDGMENT, OR SETTLEMENT IN ITS ENTIRETY. THIS OBLIGATION IS NOT SUBJECT TO, AND IS NOT CAPPED BY, THE LIMITATION OF LIABILITY IN SECTION 21, AND IT SURVIVES TERMINATION OF THIS AGREEMENT INDEFINITELY.
YOU FURTHER AGREE THAT ANY COSTS ZOKO INCURS IN RESPONDING TO A REGULATORY INQUIRY, PLATFORM ESCALATION, SUBPOENA, OR THIRD-PARTY COMPLAINT CONCERNING YOUR MESSAGING, INCLUDING INTERNAL INVESTIGATION TIME, OUTSIDE COUNSEL FEES, AND COMPLIANCE REMEDIATION, ARE RECOVERABLE FROM YOU AS A DEBT DUE AND PAYABLE ON DEMAND.
The Services may include, or Zoko may from time to time introduce, voice or video calling capability, including WhatsApp calling, click-to-call, in-app calling, call routing, and any successor or equivalent channel, together with associated features such as call recording, storage, transcription, translation, summarisation, sentiment or quality analysis, and AI-assisted call handling (collectively, "Calling Features"). This Section applies to every such channel and feature, whether available now or added later, and to calls initiated by you, by an End User, or by an automation or AI Feature you configure.
YOU ARE THE SOLE AND EXCLUSIVE PARTY RESPONSIBLE FOR ALL DISCLOSURE, NOTICE, AND CONSENT OBLIGATIONS ARISING FROM ANY CALL MADE, RECEIVED, RECORDED, STORED, TRANSCRIBED, OR ANALYSED THROUGH THE SERVICES. IT IS ENTIRELY YOUR RESPONSIBILITY TO INFORM EVERY PARTICIPANT, CLEARLY AND BEFORE RECORDING OR TRANSCRIPTION BEGINS, THAT THE CALL IS BEING RECORDED OR TRANSCRIBED, TO EXPLAIN THE PURPOSES FOR WHICH THE RECORDING OR TRANSCRIPT WILL BE USED, AND TO OBTAIN AND RECORD ANY CONSENT REQUIRED BY LAW.
You are responsible for determining what the law requires of you and for complying with it. Requirements vary by jurisdiction and may include, without limitation: all-party or two-party consent statutes and wiretap or interception laws (for example in California, Illinois, Florida, Pennsylvania, Washington, Maryland, and other jurisdictions); federal and state wiretap laws; the GDPR and UK GDPR, PECR, and equivalent data protection and electronic communications laws; biometric privacy laws that may apply to voiceprints, voice analysis, or speaker identification (for example the Illinois Biometric Information Privacy Act); sector-specific call recording rules; and the recording, disclosure, and retention requirements of WhatsApp, Meta, or any other platform through which the call is carried.
Without limiting the foregoing, you agree that you will:
ZOKO ASSUMES NO LIABILITY WHATSOEVER FOR YOUR RECORDING, TRANSCRIPTION, OR CALL-HANDLING PRACTICES. ZOKO DOES NOT DETERMINE WHETHER A CALL MAY LAWFULLY BE RECORDED, DOES NOT VERIFY THAT YOU HAVE GIVEN NOTICE OR OBTAINED CONSENT, AND HAS NO OBLIGATION TO DO SO. WHERE ZOKO MAKES AVAILABLE AN AUTOMATED RECORDING ANNOUNCEMENT, CONSENT PROMPT, DISCLOSURE TEMPLATE, RETENTION SETTING, OR SIMILAR FEATURE, IT IS PROVIDED AS A CONVENIENCE ONLY, ON A BEST-EFFORT BASIS, WITHOUT WARRANTY THAT IT SATISFIES THE LAW APPLICABLE TO YOU, AND USING IT DOES NOT ESTABLISH COMPLIANCE OR SHIFT ANY LIABILITY TO ZOKO. IF YOU DISABLE, SUPPRESS, MISCONFIGURE, OR FAIL TO ENABLE SUCH A FEATURE, THE CONSEQUENCES ARE ENTIRELY YOURS.
YOU IRREVOCABLY ASSUME ALL LIABILITY AND RISK ARISING FROM CALLS, RECORDINGS, AND TRANSCRIPTS MADE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION CLAIMS BY CALL PARTICIPANTS, WIRETAP AND INTERCEPTION CLAIMS, BIOMETRIC PRIVACY CLAIMS, DATA PROTECTION COMPLAINTS AND REGULATORY ENFORCEMENT, STATUTORY DAMAGES, CIVIL AND CRIMINAL PENALTIES, CLASS ACTIONS, AND ALL RELATED COSTS AND LEGAL FEES. YOU WILL DEFEND, INDEMNIFY, AND HOLD ZOKO HARMLESS IN FULL IN ACCORDANCE WITH SECTION 22 IN RESPECT OF ALL SUCH CLAIMS. THIS OBLIGATION IS NOT SUBJECT TO, AND IS NOT CAPPED BY, THE LIMITATION OF LIABILITY IN SECTION 21, AND SURVIVES TERMINATION OF THIS AGREEMENT INDEFINITELY.
As between you and Zoko, you are the controller of call recordings, transcripts, and derived data, and Zoko processes them as your processor in accordance with the DPA and on your documented instructions. The Zoko AI Terms apply to any AI-generated transcript, summary, or analysis of a call, including its potential inaccuracy, and you must not rely on such output for any purpose with legal or similarly significant effects on an individual without human review.
The Services depend on third-party platforms, most notably the WhatsApp Business Platform operated by Meta and the Shopify platform. Your use of the Services must at all times comply with the applicable terms and policies of those platforms, including without limitation the WhatsApp Business Terms of Service, WhatsApp Business Messaging Policy, Meta Commerce Policies, and the Shopify Terms of Service and Shopify App Store terms, each as updated from time to time.
You acknowledge and agree that:
If a platform we rely on terminates or materially restricts Zoko's access, we may modify or discontinue affected parts of the Services in accordance with Section 12.
Your use of the Services is governed by our Acceptable Use Policy, which is incorporated into this Agreement by reference and which sets out in detail the content, conduct, and business categories that are not permitted on the platform. You are responsible for ensuring that you, your team members, your Agency, and anyone acting on your behalf comply with it. Where the Acceptable Use Policy conflicts with this Agreement, this Agreement prevails.
In addition to the Acceptable Use Policy, and without limiting it, you must not:
We may investigate suspected violations and may review, preserve, and disclose information where we reasonably believe it necessary to comply with law or legal process, enforce this Agreement, prevent fraud or abuse, respond to support requests, or protect the rights, property, or safety of Zoko, our users, or the public, consistent with our Privacy Policy. Enforcement action is taken in accordance with the Acceptable Use Policy, and may include warning, restriction of specific features or channels, suspension, or permanent termination of your Account and any associated Accounts.
Zoko is committed to a safe and respectful working environment for its people. In every interaction with Zoko's employees, contractors, agents, and representatives ("Zoko Personnel"), across all channels, including WhatsApp, email, chat, ticketing systems, telephone and video calls, social media, and in-person meetings, you and everyone acting on your behalf must conduct yourselves in a courteous and professional manner.
You must not engage in, and must not permit anyone acting on your behalf to engage in, conduct toward Zoko Personnel that is abusive, hostile, intimidating, threatening, harassing, degrading, or discriminatory. This includes, without limitation: insults, profanity directed at an individual, shouting or sustained aggression, personal attacks, sexual harassment or unwelcome advances, slurs or remarks concerning any protected characteristic, threats of violence, threats of reputational or professional harm made to coerce a commercial outcome, defamatory statements about an individual, publishing an individual's personal information, contacting Zoko Personnel through personal or non-business channels without invitation, or persistent contact after being asked to route a matter through official support channels.
THE AFFECTED ZOKO PERSONNEL ARE THE SOLE AND FINAL ARBITER OF WHETHER CONDUCT DIRECTED AT THEM CROSSED THE LINE SET OUT IN THIS SECTION. WHERE A MEMBER OF ZOKO PERSONNEL REPORTS THAT AN INTERACTION WAS ABUSIVE, HOSTILE, INTIMIDATING, THREATENING, HARASSING, DEGRADING, OR DISCRIMINATORY, THAT ACCOUNT OF THE INTERACTION IS CONCLUSIVE AND IS ALONE SUFFICIENT TO ESTABLISH A BREACH OF THIS SECTION 7.1. NO FURTHER CORROBORATION, INVESTIGATION, WARNING, OR OPPORTUNITY TO RESPOND IS REQUIRED, AND ZOKO IS NOT OBLIGED TO DISCLOSE THE IDENTITY OF THE REPORTING INDIVIDUAL OR THE CONTENTS OF THE REPORT.
UPON SUCH A REPORT, ZOKO MAY IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCOUNT AND ALL ACCESS TO THE SERVICES, WITHOUT NOTICE, WITHOUT A CURE PERIOD, AND WITHOUT REFUND OF ANY PREPAID FEES. TERMINATION UNDER THIS SECTION IS A TERMINATION FOR CAUSE FOR ALL PURPOSES OF THIS AGREEMENT, INCLUDING SECTION 12, AND YOU REMAIN LIABLE FOR ALL AMOUNTS ACCRUED AS AT THE DATE OF TERMINATION.
Zoko may, at its discretion and as an alternative to termination, take lesser measures, including issuing a warning, restricting your contact to written channels only, reassigning your account to different personnel, or declining to provide support until the conduct ceases. Electing a lesser measure on one occasion does not waive Zoko's right to terminate on any later occasion. Zoko may also decline to accept a new Account from, or reinstate, any person or entity terminated under this Section.
Nothing in this Section prevents you from raising complaints, disputing charges, escalating unresolved issues, expressing dissatisfaction with the Services, or giving robust critical feedback. Firmly expressed frustration about the product is not a breach of this Section; conduct directed at an individual is.
Certain categories of business and business practice are not permitted to use the Services. They are listed in the Acceptable Use Policy. You represent that your business does not fall within those categories, and you will notify us if that ceases to be true. If you are unsure whether your business is restricted, contact us at contact@zoko.io before using the Services.
You may not use the Services where you, your business, your beneficial owners, or your bank accounts are located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S., EU, or UK trade sanctions or embargo, and you may not use the Services if you, or anyone who owns or controls you, appear on any applicable restricted-party, sanctions, or denied-persons list. You represent that neither you nor any of your beneficial owners is so listed or located, and you will notify us immediately if that ceases to be true. Sanctions regimes change, and it is your responsibility to remain compliant with those that apply to you.
We may suspend or terminate an Account that we reasonably believe falls within this Section, without notice and without refund, and may decline to provide the Services to any business at our reasonable discretion.
You represent and warrant that: (a) you are at least 18 years of age (or the age of majority in your jurisdiction) and capable of entering into binding contracts; (b) you have the right, authority, and capacity to enter into this Agreement, including on behalf of any entity you represent; and (c) you will use the Services in compliance with all applicable laws and in good faith.
You are responsible for determining whether the Services are suitable for your business given the regulations that apply to you (for example, sector-specific rules such as HIPAA or financial services regulations). Zoko does not represent that the Services satisfy any sector-specific regulatory requirement, and we will not be liable if they do not meet requirements that apply specifically to your business.
You warrant that you have no motivation, status, or interest in connection with your use of the Services that Zoko would reasonably wish to know about, including any journalistic, investigative, competitive-intelligence, or unlawful purpose, other than as you have fully and promptly disclosed to us in writing. You will promptly disclose any such motivation, status, or interest in writing, whether it exists before registration or arises later.
You represent and warrant that you will comply with all applicable export control, trade sanctions, and anti-corruption laws, that you will not make the Services available to any person or in any jurisdiction in breach of them, and that you have not offered or accepted any improper payment or advantage in connection with this Agreement.
If you are located in, or message End Users located in, the European Economic Area, United Kingdom, Switzerland, Brazil, or another jurisdiction with comprehensive data protection law, you further represent and warrant that you:
Access to paid features requires a subscription plan ("Subscription Plan"). Current plans and pricing are posted on our website and may change from time to time. Subscription fees are billed in advance on a recurring basis (monthly, annually, or as otherwise stated) and are due for the full billing period, even if you use the Services for only part of it. Unless otherwise stated, all fees are in U.S. dollars and are exclusive of taxes, which are governed by the "Taxes" provisions below.
FEES CHARGED BY META FOR USE OF THE WHATSAPP BUSINESS PLATFORM, INCLUDING PER-CONVERSATION AND PER-MESSAGE CHARGES, AND FEES CHARGED BY ANY OTHER THIRD-PARTY PROVIDER ARE BILLED TO YOU DIRECTLY BY THAT PROVIDER AND PAID BY YOU DIRECTLY TO IT. ZOKO DOES NOT INVOICE, COLLECT, HOLD, MARK UP, OR REMIT THOSE AMOUNTS, AND THEY ARE NOT FEES PAYABLE TO ZOKO. SECTION 10 GOVERNS THEM.
The fees payable to Zoko under this Agreement are your Subscription Plan fees and any other charges Zoko expressly states are payable to Zoko on our pricing page, at checkout, or in an order form.
Payments are processed by third-party payment processors (each a "PSP"), such as Stripe or the Shopify billing system. Your use of a PSP is subject to that PSP's own terms, to which Zoko is not a party. By providing a payment method, you authorize us (via the PSP) to charge all fees due on your Account on a recurring basis, and you agree to keep a valid payment method on file. If a charge fails, we may retry it and may suspend your Account until payment is received.
We may offer free or discounted trials at our discretion and may set eligibility requirements for them. Unless you cancel before the end of a trial period, your Account will automatically convert to a paid Subscription Plan and your payment method will be charged at the then-current rate. You can cancel from within your Account at any time during the trial.
Except where required by law, fees paid to Zoko are non-refundable. We may, at our discretion, refund unused prepaid periods if we discontinue the Services for reasons not attributable to you. Our Refund Policy sets out in full when fees are and are not refundable, how service credits differ from refunds, why charges billed to you by a third party cannot be refunded by Zoko, and how to request a refund. It is incorporated into this Agreement by reference. Nothing in it limits any statutory right you have that cannot be excluded by contract.
We may change our fees by posting updated pricing on our website and/or notifying you by email. Fee changes take effect at the start of your next billing period after notice.
All fees and charges stated by Zoko are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature, however denominated, imposed by any jurisdiction (collectively, "Taxes"), including without limitation value added tax (VAT), goods and services tax (GST), sales, use, consumption, service, and excise taxes, digital services taxes and equalisation levies, withholding taxes, customs duties, stamp duties, and any related interest, surcharges, or penalties.
YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL TAXES ARISING FROM OR RELATING TO YOUR PURCHASE AND USE OF THE SERVICES, OTHER THAN TAXES IMPOSED ON ZOKO'S NET INCOME IN THE UNITED STATES. ZOKO IS A UNITED STATES COMPANY AND ACCOUNTS FOR TAX ONLY IN THE UNITED STATES. ZOKO DOES NOT UNDERTAKE TO REGISTER FOR, DETERMINE, CALCULATE, COLLECT, REPORT, FILE, OR REMIT TAX IN ANY OTHER JURISDICTION, AND HAS NO OBLIGATION TO DO SO UNDER THIS AGREEMENT.
Accordingly, and without limiting the foregoing, you agree that:
YOU WILL DEFEND, INDEMNIFY, AND HOLD ZOKO HARMLESS IN FULL AGAINST ANY TAX, LEVY, ASSESSMENT, INTEREST, SURCHARGE, FINE, OR PENALTY CLAIMED, ASSESSED, OR IMPOSED ON ZOKO BY ANY TAX OR GOVERNMENTAL AUTHORITY OUTSIDE THE UNITED STATES, AND AGAINST ALL RELATED COSTS INCLUDING PROFESSIONAL AND LEGAL FEES, TO THE EXTENT IT ARISES FROM OR RELATES TO YOUR PURCHASE OR USE OF THE SERVICES, YOUR LOCATION OR TAX RESIDENCE, YOUR OWN SALES OR ACTIVITIES, OR YOUR FAILURE TO ACCOUNT FOR TAX AS REQUIRED BY THIS SECTION. THIS OBLIGATION APPLIES WHETHER THE CLAIM ARISES DURING THE TERM OR AT ANY TIME AFTERWARDS, IS NOT SUBJECT TO AND IS NOT CAPPED BY THE LIMITATION OF LIABILITY IN SECTION 21, AND SURVIVES TERMINATION OF THIS AGREEMENT INDEFINITELY.
Zoko does not provide tax advice, and nothing in this Agreement, on our website, or in any invoice, quotation, or communication constitutes tax advice or a representation about the tax treatment of your purchase. You should take your own advice on the Taxes that apply to you.
If Zoko becomes obliged by law to register for, collect, or remit any Tax in a jurisdiction outside the United States in respect of supplies to you, we may add that Tax to your invoices prospectively from the date the obligation arises, and you will pay it in addition to the fees. Where Zoko is required to pay such a Tax that you should have borne under this Section, we may invoice you for it and you will pay it within fifteen (15) days.
If any amount is not paid when due, we may charge interest on the overdue amount at one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until payment in full. You will also reimburse our reasonable costs of collection, including payment processor fees, collection agency charges, and legal fees. We may suspend the Services while any amount remains overdue, and suspension does not relieve you of the obligation to pay.
Where you add prepaid funds or credits to your Account, you have twelve (12) months from the date they are added to use them. If a balance remains unused after that period, we will notify you at the email address on your Account and will, at our discretion, either refund it by a method we determine or apply it as a credit toward future purchases. If you do not respond within thirty (30) days of that notice, the balance is forfeited and treated as payment for services rendered, except where applicable unclaimed property or consumer law provides otherwise. Prepaid balances are not transferable between Accounts, earn no interest, and are not redeemable for cash except as stated here or as required by law.
If you believe you have been charged incorrectly, you must notify us in writing at contact@zoko.io within thirty (30) days of the date of the invoice or charge in question, identifying the specific line items disputed and the basis for the dispute. Any invoice or charge not disputed within that period is deemed accepted, final, and payable, and you waive any right to dispute it thereafter.
Raising a dispute does not suspend your payment obligations. All undisputed amounts remain due on their original due date, and a disputed amount does not prevent Zoko from suspending Services for non-payment of other amounts, or from suspending Services for the disputed amount if the dispute is not upheld.
Zoko's usage records, including message, conversation, contact, and feature-usage logs, together with the conversation and pricing records of the underlying platform (such as Meta) will be conclusive as to the calculation of fees, absent manifest error. You are responsible for reviewing your usage in the Services and any billing dashboards available to you.
We will acknowledge a properly raised dispute and respond within fifteen (15) business days, providing an itemised breakdown of the charges concerned where relevant. If the dispute is upheld in whole or in part, we will issue a corrected invoice or a credit to your Account for the amount concerned. Credits are applied against future fees and are not paid out in cash unless required by law.
This procedure applies only to fees charged by Zoko. Charges billed to you directly by a third-party platform (including Meta conversation or message charges) are set, calculated, and invoiced by that platform, and any query or dispute about them must be raised with that platform directly.
If a dispute is not resolved through this process, it may be escalated in accordance with Section 23. This billing dispute procedure is the exclusive first step for any disagreement about fees, and you agree to complete it before commencing any other proceeding about those fees.
You agree not to initiate a chargeback, payment reversal, or bank dispute in respect of any charge without first completing the process in this Section. If you do, we may suspend or terminate your Account immediately, and you will be liable for the disputed amount, any fee charged to Zoko by the payment processor or card network, and our reasonable costs of responding.
The Services connect to and operate alongside third-party platforms and providers ("Third-Party Providers"), including without limitation: Meta Platforms and its products (WhatsApp, WhatsApp Business Platform, Facebook, Instagram); e-commerce platforms such as Shopify; AI and model providers such as OpenAI, Anthropic, Google, and similar; payment processors; shipping, analytics, CRM, and other integrated services.
CHARGES LEVIED BY THIRD-PARTY PROVIDERS ARE BILLED DIRECTLY TO YOU BY THOSE PROVIDERS, ARE PAID DIRECTLY BY YOU TO THOSE PROVIDERS, AND ARE ENTIRELY SEPARATE FROM ANY FEES PAYABLE TO ZOKO. ZOKO IS NOT A PARTY TO YOUR RELATIONSHIP WITH ANY THIRD-PARTY PROVIDER, DOES NOT RESELL, INVOICE, COLLECT, HOLD, OR REMIT THOSE AMOUNTS, AND EARNS NO PART OF THEM.
This includes, without limitation: WhatsApp conversation, message, and template charges; Facebook and Instagram messaging or advertising charges; token, model, inference, and API usage charges from AI providers; platform, transaction, or app charges from Shopify; and charges from any other service you connect to your Account.
Your use of each Third-Party Provider is governed solely by that provider's own terms, policies, and pricing, which you enter into directly with them and are responsible for reading and complying with. Third-Party Providers set their own rates and may change them, meter and calculate their own usage, apply their own taxes, and impose their own credit, prepayment, quota, and suspension rules, in every case without reference to or control by Zoko.
ANY QUESTION, DISPUTE, ERROR, OVERCHARGE, REFUND REQUEST, BILLING FAILURE, ACCOUNT SUSPENSION, OR OTHER PROBLEM CONCERNING A THIRD-PARTY PROVIDER'S CHARGES OR SERVICES MUST BE RAISED WITH AND RESOLVED DIRECTLY WITH THAT PROVIDER. ZOKO HAS NO ROLE IN, AND ACCEPTS NO LIABILITY FOR, SUCH MATTERS, AND CANNOT ISSUE REFUNDS OR CREDITS FOR AMOUNTS IT DID NOT CHARGE AND DOES NOT HOLD. THE BILLING DISPUTE PROCEDURE IN SECTION 9 APPLIES ONLY TO FEES CHARGED BY ZOKO.
Where we can reasonably do so, we may assist you in raising an issue with a Third-Party Provider as a courtesy. Doing so does not make Zoko responsible for the outcome, does not create any obligation to assist on any future occasion, and does not transfer any liability to Zoko.
YOU ARE SOLELY RESPONSIBLE FOR ALL AMOUNTS INCURRED ON YOUR THIRD-PARTY PROVIDER ACCOUNTS THROUGH YOUR USE OF THE SERVICES, WITHOUT LIMIT AND REGARDLESS OF CAUSE, INCLUDING AMOUNTS YOU CONSIDER UNEXPECTED, EXCESSIVE, RUNAWAY, OR UNINTENDED, AND INCLUDING AMOUNTS ARISING FROM MISCONFIGURATION, AUTOMATION, CAMPAIGN ERRORS, ABUSE BY END USERS, OR THE CONDUCT DESCRIBED IN THE ZOKO AI TERMS.
IT IS YOUR SOLE RESPONSIBILITY TO SET AND MAINTAIN APPROPRIATE SPEND CAPS, BUDGET LIMITS, RATE LIMITS, QUOTAS, USAGE ALERTS, AND BILLING NOTIFICATIONS ON YOUR THIRD-PARTY PROVIDER ACCOUNTS, AND TO MONITOR THEM. ZOKO DOES NOT METER, CAP, OR MONITOR YOUR THIRD-PARTY SPEND, HAS NO OBLIGATION TO WARN YOU AS IT INCREASES, AND YOUR FAILURE TO CONFIGURE OR REVIEW SUCH CONTROLS IS NOT A DEFECT IN THE SERVICES AND CREATES NO CLAIM AGAINST ZOKO OF ANY KIND.
If a Third-Party Provider suspends, throttles, rate-limits, revokes credentials for, or terminates your account, including for non-payment, exhausted credit or quota, policy breach, or quality signals, the related features of the Services may stop functioning in whole or in part. Zoko is not liable for any such interruption or for any resulting loss, and your obligation to pay Zoko's subscription fees continues during it. Restoring access is a matter between you and that provider.
FOR THE AVOIDANCE OF DOUBT, ZOKO DOES NOT RESELL, REBILL, OR ACT AS A COLLECTION AGENT FOR ANY THIRD-PARTY PROVIDER. IF ZOKO EVER OFFERS AN ARRANGEMENT UNDER WHICH IT BILLS YOU FOR AMOUNTS IT REMITS ONWARD TO A PROVIDER, THAT ARRANGEMENT WILL BE IDENTIFIED EXPRESSLY ON OUR PRICING PAGE OR AT CHECKOUT; IN THE ABSENCE OF SUCH AN EXPRESS STATEMENT, ALL THIRD-PARTY CHARGES ARE BILLED AND PAID DIRECTLY BETWEEN YOU AND THE PROVIDER.
The Services include features that let you promote and sell goods, digital products, content, and services (your "Merchant Products") to your End Users, including catalogs, carts, checkout and payment links, order collection, abandoned-cart recovery, and order status messaging.
ANY SALE OF MERCHANT PRODUCTS IS A CONTRACT SOLELY BETWEEN YOU AND YOUR END USER. ZOKO IS NOT A PARTY TO IT, IS NOT THE SELLER, MERCHANT OF RECORD, DISTRIBUTOR, OR AGENT FOR EITHER PARTY, TAKES NO TITLE TO OR POSSESSION OF ANY MERCHANT PRODUCT, AND HAS NO OBLIGATION OR LIABILITY IN RESPECT OF ANY SUCH CONTRACT. ZOKO PROVIDES THE MESSAGING AND COMMERCE TOOLING ONLY.
All commercial terms of a sale, including price, currency, taxes, discounts and promotions, shipping and delivery, payment methods and terms, warranties, guarantees, cancellation, returns, exchanges, and refunds, are set and agreed between you and your End User alone. Zoko does not determine, advise on, endorse, or participate in them, and any discount or offer made through the Services is yours, not ours.
You represent, warrant, and agree that:
ZOKO DOES NOT COLLECT, RECEIVE, HOLD, ROUTE, PROCESS, OR REMIT ANY PAYMENT FROM YOUR END USERS, AND DOES NOT ACT AS A PAYMENT COLLECTOR, PAYMENT AGENT, MERCHANT OF RECORD, OR INTERMEDIARY OF ANY KIND IN RESPECT OF YOUR SALES. WHERE THE SERVICES GENERATE A CHECKOUT LINK, PAYMENT LINK, OR SIMILAR, THE PAYMENT IS MADE BY YOUR END USER DIRECTLY TO YOU OR TO YOUR OWN PAYMENT PROCESSOR OR E-COMMERCE PLATFORM, UNDER YOUR OWN ARRANGEMENTS WITH THEM. NO FUNDS BELONGING TO YOU OR TO YOUR END USERS PASS THROUGH ANY ZOKO ACCOUNT AT ANY TIME.
Zoko is not a bank, payment institution, money services business, money transmitter, payment facilitator, escrow agent, or fiduciary, holds no funds on trust or otherwise for you or your End Users, and provides no banking, payment, or financial service. Nothing in this Agreement or in the operation of the Services creates any such relationship or obligation. The collection, authorisation, settlement, refund, and reconciliation of funds are governed solely by your own agreements with your payment processor and e-commerce platform, to which Zoko is not a party.
Zoko's role is limited to providing messaging and commerce tooling, generating and delivering links, presenting product and cart information, and recording order status that you or a connected platform report to us. Any payment status shown in the Services is information reported by you or by a third-party platform and is not a confirmation by Zoko that funds have been received, cleared, or settled. You should verify payment status with your own payment processor or platform before fulfilling an order.
YOU ARE SOLELY RESPONSIBLE FOR ALL REVERSED, DISPUTED, REFUNDED, OR CHARGED-BACK TRANSACTIONS ARISING FROM YOUR SALES, REGARDLESS OF THE REASON FOR OR TIMING OF THE REVERSAL, AND FOR ALL ASSOCIATED FEES AND PENALTIES. ZOKO DOES NOT GUARANTEE, UNDERWRITE, OR ASSUME LIABILITY FOR ANY TRANSACTION ATTEMPTED, AUTHORISED, OR COMPLETED THROUGH THE SERVICES.
You are responsible for verifying, to the extent the law requires and your risk appetite dictates, the identity of your End Users and the validity and eligibility of any payment instrument presented, and for your own fraud prevention. Zoko may add or remove support for any payment method or processor at any time without notice.
You are responsible for the security of payment, personal, and transaction data in your own possession, on your own website, and in your own systems, and for complying with all applicable data security requirements and card scheme rules that apply to you.
Where we detect or receive a report of suspicious, fraudulent, unlawful, or policy-violating activity, or of Merchant Products that appear to breach this Agreement or a platform policy, we may suspend, disable, or remove your catalog, checkout, payment links, bots, or Account, in whole or in part, without prior notice and without liability to you or to any of your End Users, including for any resulting loss of sales. We will restore access where we are reasonably satisfied the concern has been resolved.
Disputes between you and an End User are a matter for you. Zoko has no obligation to mediate, adjudicate, or become involved in them, and you release Zoko from all claims arising out of any such dispute.
You may cancel your Subscription Plan and delete your Account at any time using the tools in the Services or by contacting support. Cancellation takes effect at the end of the current billing period unless otherwise stated, and you will not be entitled to a refund of prepaid fees except as described in Section 9.
We may suspend or terminate your access to the Services, with or without notice, if we reasonably believe that: (a) you have breached this Agreement; (b) your use creates risk or possible legal exposure for Zoko, other users, or third parties; (c) a platform we depend on (such as Meta or Shopify) requires it or has restricted your related accounts; (d) your Account has unpaid fees; or (e) a report has been made under Section 7.1 (Conduct Toward Zoko Personnel). We may also refuse the Services to anyone at our reasonable discretion. If your access is terminated for breach, you may not create a new Account without our written consent.
Either party may terminate this Agreement immediately on written notice if the other: becomes insolvent or unable to pay its debts as they fall due; has an administrator, receiver, liquidator, trustee, or similar officer appointed over it or any of its assets; makes an assignment or arrangement for the benefit of its creditors; has insolvency, bankruptcy, winding-up, or analogous proceedings instituted by or against it that are not dismissed within sixty (60) days; or ceases, or threatens to cease, to carry on business. Zoko may additionally terminate immediately for your non-payment of any amount that remains overdue after notice.
We may modify or discontinue all or part of the Services at any time. Where reasonably practicable, we will give you advance notice of material discontinuations.
Data that originated on a connected Third-Party Service, including message content retrieved through the WhatsApp Business Platform, remains available to you from that provider, and Zoko is not the holder of that data for portability purposes. Our export obligations cover the data created and stored in your Zoko Account, not data you can retrieve from the source platform directly. Customers established in the European Union have additional switching and portability rights under our Data Act Addendum, which prevails over this Section for those customers.
Before termination takes effect, and for thirty (30) days afterwards, you may export your Customer Content using the export tools available in the Services. On written request within that period we will provide reasonable assistance to export your data in a commonly used, machine-readable format, and will support migration of your WhatsApp Business Account in accordance with Section 14. We may charge our reasonable costs for assistance beyond the self-service tools, and our obligations under this paragraph are conditional on your having paid all amounts due.
After that period, we may delete your data, including Customer Content, in the ordinary course of operations, and it may not be recoverable. If your Account is inactive for 18 consecutive months, we may notify you at your registered email and, if you do not respond within 30 days, close the Account and delete its data.
Provisions of this Agreement that by their nature should survive termination, including Sections 4, 5, 10, 11, 14, 17, 19, 20, 21, 22, 23, 24, and 26, will survive.
The Services interoperate with, and may contain links to, third-party platforms, websites, and tools, including WhatsApp, Meta, Shopify, payment processors, and other integrations ("Third-Party Services"). Third-Party Services are governed by their own terms and privacy policies, and Zoko does not control and is not responsible for their availability, accuracy, content, or practices. Links and integrations are provided for convenience and do not imply endorsement.
When you connect a Third-Party Service to your Account (for example, by linking your Shopify store or WhatsApp Business Account), you authorize Zoko to access, receive, and store data from that service as needed to provide the Services, and you represent that you are entitled to grant that access without breaching the third party's terms. If a Third-Party Service becomes unavailable or revokes Zoko's access, related content and functionality may stop working, without liability to Zoko.
Any third-party tools we make available through the Services are provided "as is" and "as available", without warranties of any kind, and your use of them is at your own risk.
Where you connect a Third-Party Service to your Account, or otherwise direct the Services to send, receive, or exchange data with it, that data leaves Zoko's control and is thereafter handled by that third party under its own terms, privacy policy, security practices, retention rules, and legal obligations.
ZOKO IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR HOW ANY THIRD-PARTY SERVICE COLLECTS, USES, STORES, SHARES, SELLS, TRANSFERS, SECURES, RETAINS, OR DELETES DATA YOU OR YOUR END USERS PROVIDE TO IT OR THAT IS SENT TO IT THROUGH YOUR USE OF THE SERVICES, INCLUDING WHETHER IT USES THAT DATA TO TRAIN MODELS, TRANSFERS IT ACROSS BORDERS, DISCLOSES IT TO ITS OWN SUBPROCESSORS OR TO GOVERNMENT AUTHORITIES, OR SUFFERS A SECURITY BREACH AFFECTING IT. ZOKO MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY THIRD PARTY'S PRIVACY, SECURITY, OR DATA PROTECTION PRACTICES, AND HAS NO OBLIGATION TO AUDIT, VERIFY, OR MONITOR THEM.
It is your responsibility, before connecting any Third-Party Service and on an ongoing basis, to read and evaluate that provider's terms, privacy policy, security documentation, subprocessor list, and data processing terms; to determine whether they are adequate for your purposes and lawful for the data you intend to send; to put in place any data processing agreement, transfer mechanism, or other arrangement you require directly with that provider; and to make any disclosure to, and obtain any consent from, your End Users that applicable law requires in respect of that sharing. You decide what data is sent to a Third-Party Service and for what purpose, and you are the controller of it.
ANY QUESTION, COMPLAINT, DATA SUBJECT REQUEST, BREACH NOTIFICATION, DELETION REQUEST, OR DISPUTE CONCERNING A THIRD-PARTY SERVICE'S HANDLING OF DATA MUST BE RAISED WITH AND RESOLVED DIRECTLY WITH THAT PROVIDER, AND YOU ASSUME ALL LIABILITY ARISING FROM YOUR DECISION TO SEND DATA TO IT.
Zoko builds and maintains pre-built connectors, one-click integrations, setup wizards, and similar conveniences for certain Third-Party Services, for example Meta platforms, Shopify, AI and model providers such as OpenAI or Anthropic, and messaging channels such as Viber or others we may support. The existence, prominence, or ease of any such integration reflects nothing more than an engineering decision about what we have built or prioritised at a point in time.
THE AVAILABILITY OF AN INTEGRATION DOES NOT CONSTITUTE AN ENDORSEMENT, CERTIFICATION, RECOMMENDATION, PREFERENCE, APPROVAL, OR VETTING OF THAT THIRD-PARTY SERVICE OR ITS PRIVACY, SECURITY, COMMERCIAL, OR LEGAL PRACTICES, AND DOES NOT INDICATE THAT ZOKO CONSIDERS IT SUPERIOR TO ANY ALTERNATIVE. ZOKO DOES NOT OWN, CONTROL, OR ACT FOR ANY THIRD-PARTY SERVICE, AND IS NOT AN AGENT, PARTNER, OR JOINT CONTROLLER WITH IT MERELY BY REASON OF PROVIDING AN INTEGRATION.
All Third-Party Services are treated alike under this Agreement, whether you connect them through a Zoko-built integration, through the Zoko API under Section 15, through a generic webhook or middleware, or by any other means. The disclaimers and allocations of responsibility in this Section apply equally in every case, and are not narrowed because Zoko made a particular connection easier to set up.
Zoko may add, change, deprecate, or remove any integration at any time, including where a provider changes its terms, pricing, or technical interface, or where we cease to support it commercially. We are not obliged to build, maintain, or continue any integration, and selecting a Third-Party Service remains your commercial and legal decision. Where any Zoko material describes, compares, or lists Third-Party Services, it is provided for information only and is not advice or a recommendation.
These special terms and conditions ("WhatsApp T&Cs") relate to the use of the WhatsApp Business Solution, a service enabling businesses to communicate with consumer users. They are required by WhatsApp and are incorporated into, and form part of, this Agreement.
We may provide APIs, webhooks, and developer tools (the "Zoko API") that let you build integrations between your own applications and the Services. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to use the Zoko API solely to build and operate integrations for use with your Account.
When using the Zoko API you must not: (a) exceed rate limits or circumvent technical restrictions; (b) reverse engineer, copy, or create derivative works of the Services; (c) cache or store Zoko data beyond what is reasonably needed to operate your integration; (d) use the Zoko API in any application that is unlawful, deceptive, or harmful; or (e) use the Zoko API to build a product that competes with the Services. Your integrations must comply with applicable law, include a privacy policy describing your data practices, and access other users' data only with their express permission.
You retain ownership of your integrations. We may monitor use of the Zoko API for compliance, may set or change limits and requirements at any time, and may suspend or revoke API access at our discretion. The Zoko API is provided "as is" without warranties, and we may modify or discontinue it at any time.
The Services include features that use artificial intelligence and machine learning, such as AI-powered sales, support, and order-status assistants ("AI Features"). Your use of them is governed by the Zoko AI Terms, which are incorporated into this Agreement by reference and form part of it.
Those AI Terms set out, among other things: how Inputs and Outputs are treated and the restrictions Zoko places on its third-party AI providers; how Zoko uses Customer Content and de-identified data to improve the Services and its own models, and how you may opt out of that training; the restrictions on your use of AI Features and Output; your obligation to maintain meaningful human oversight; your sole responsibility for commitments an AI Feature makes to your End Users, including discounts, prices, and delivery promises; the absence of any warranty as to accuracy; the exclusion of AI downtime caused by a third-party provider; responsibility for adversarial use, manipulation, and resource exhaustion; responsibility for spend on AI provider accounts you connect; and limits on automated decision-making.
Use of the AI Features is optional and may be subject to additional fees. Where the AI Terms conflict with this Agreement on an AI matter, the AI Terms apply. In all other respects this Agreement prevails.
The Services and all materials in them, including software, designs, text, graphics, logos, interfaces, documentation, and reports generated by the Services, but excluding Customer Content (collectively, "Zoko Content"), and all intellectual property rights in them are and remain the exclusive property of Zoko and its licensors. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Zoko Content for your internal business purposes. No other rights are granted, and you may not copy, modify, distribute, sell, lease, or create derivative works from the Services or Zoko Content except as expressly permitted.
"Zoko", the Zoko logo, and our other marks are trademarks of Bourbon Science Inc. All other trademarks appearing in the Services belong to their respective owners, and nothing in this Agreement grants any right to use any trademark without its owner's consent.
If you submit comments, suggestions, or ideas about the Services ("Feedback"), you agree that Feedback is voluntary and non-confidential, and you grant Zoko a perpetual, irrevocable, worldwide, royalty-free right to use it for any purpose without obligation or compensation to you.
Zoko respects intellectual property rights and expects users to do the same. If you believe in good faith that material available through the Services infringes your copyright, send a notice to our designated agent at contact@zoko.io including: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location within the Services; (c) your name, address, telephone number, and email address; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, 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 owner's behalf; and (f) your physical or electronic signature. We may remove or disable access to allegedly infringing material and may terminate the Accounts of repeat infringers.
"Confidential Information" means non-public information disclosed or made available by Zoko to you, or that you obtain or observe in connection with the Services, that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
Without limiting that definition, Confidential Information includes:
You will use Confidential Information only as needed to use the Services under this Agreement, will protect it with at least reasonable care, and will not disclose or publish it to any third party except to your employees, professional advisers, and agents who need to know it and are bound by confidentiality obligations at least as protective as this Section. You will not publish, post, broadcast, or otherwise make Confidential Information publicly available, including on social media, review sites, forums, community groups, blogs, podcasts, press, or at public events, whether in text, screenshot, recording, or any other form.
These obligations do not apply to information that is or becomes public through no fault of yours, was known to you without restriction before disclosure, is independently developed without use of Confidential Information, or must be disclosed by law, regulation, or legal process (with prompt notice to us where legally permitted). On termination of this Agreement, you will stop using and, on request, destroy or return Confidential Information. These obligations survive termination.
In respect of correspondence and communications between the parties, this obligation is mutual: Zoko will likewise not publish or disclose the contents of its correspondence with you, except as permitted by Section 26.1, as necessary to provide the Services or enforce this Agreement, or as required by law. Nothing in this Section prevents either party from retaining and using such correspondence for its own internal purposes, from disclosing it to its professional advisers, auditors, or insurers, or from producing it as evidence in arbitration or other proceedings between the parties or where compelled by law or regulation.
Where a call is recorded, the recording party remains responsible for obtaining any consent required by applicable law before recording; Section 5.2 governs recording and transcription of calls with your End Users.
Zoko may seek injunctive relief to restrain an actual or threatened breach of this Section, in addition to any other remedy available to it, and the limitation of liability in Section 21 does not cap your liability for breach of this Section.
If you are dissatisfied with the Services, we ask that you raise the matter with us through the escalation path in Section 23.1 and give us a fair opportunity to put it right before making public statements about it. Most issues are resolved quickly once they reach the right person, and we would rather fix a problem than read about it. This paragraph is a request made in good faith; it is not a restriction on what you may say.
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT PREVENTS YOU FROM PUBLISHING AN HONEST REVIEW, RATING, OPINION, OR ACCOUNT OF YOUR OWN EXPERIENCE OF THE SERVICES, INCLUDING A CRITICAL ONE, OR FROM REPORTING A MATTER TO A REGULATOR, LAW ENFORCEMENT AGENCY, OR COURT, OR FROM MAKING ANY DISCLOSURE PROTECTED BY LAW. NO PENALTY, FEE, CHARGE, OR LIABILITY ARISES UNDER THIS AGREEMENT BY REASON OF YOUR HAVING PUBLISHED SUCH A REVIEW OR OPINION.
What this Section does restrict is the disclosure of Zoko's Confidential Information as defined above. You may say that the Services did not meet your expectations; you may not, in doing so, publish the contents of your correspondence with us, emails, chat threads, support tickets, call recordings or transcripts, your negotiated pricing, screenshots of non-public interfaces, security or vulnerability information, roadmap or unreleased feature information, or the substance of a dispute under Section 23. Those restrictions apply irrespective of the tone or subject matter of the statement.
This Section is intended to operate only to the extent permitted by applicable law. It does not, and is not intended to, restrict, penalise, or discourage the publication of consumer or customer reviews, ratings, or performance assessments in a manner prohibited by the U.S. Consumer Review Fairness Act, the UK Consumer Rights Act, or any equivalent law of any jurisdiction, nor to restrict any protected disclosure, whistleblowing, or testimony. To the extent any part of this Section would otherwise have that effect or would otherwise be unenforceable, it is to be read down to the minimum extent necessary to make it lawful and enforceable, and if it cannot be, that part is severed and the remainder continues in full force.
Zoko warrants that it will not knowingly include in any software it releases and provides to you under this Agreement any code, device, or technique designed to disable, disrupt, damage, defraud, or impede the operation of a network, computer program, or system, or its security or user data (such as disabling devices, trojans, or time bombs). If Zoko fails to comply with this warranty, you may notify us in writing, and within thirty (30) days of that notice we will either correct the non-compliance or provide you with a plan to correct it; if it is not corrected and no reasonably acceptable plan is established within that period, you may terminate this Agreement, which is your sole and exclusive remedy for such non-compliance. Except for this warranty, the following disclaimers apply.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZOKO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT MESSAGES WILL BE DELIVERED; THAT ANY THIRD-PARTY PLATFORM (INCLUDING WHATSAPP, META, OR SHOPIFY) WILL REMAIN AVAILABLE OR COMPATIBLE; OR THAT DEFECTS WILL BE CORRECTED. YOU USE THE SERVICES AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZOKO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, DATA, GOODWILL, ANTICIPATED SAVINGS, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOKO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ZOKO IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP, AND THE CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS UNDER THIS AGREEMENT.
For the avoidance of doubt, fees charged by a Third-Party Provider and billed directly to you under Section 10 are not fees paid to Zoko and do not count toward the cap in this Section.
The limitations in this Section apply to Zoko's liability. They do not limit, and nothing in this Agreement limits:
Zoko's obligations under the intellectual property indemnity in Section 22 are subject to the cap in this Section.
Nothing in this Agreement excludes or limits any liability to the extent that it cannot lawfully be excluded or limited under the law applicable to the parties. Where any limitation or exclusion in this Agreement is held to be unenforceable in whole or in part, it will be modified to the minimum extent necessary to make it enforceable, and the remaining limitations and exclusions will continue to apply in full.
The limitations and exclusions in this Section and in Section 20 apply notwithstanding any failure of the essential purpose of any limited remedy, and reflect an agreed allocation of risk between the parties that is a fundamental basis of the pricing of the Services.
You agree to indemnify, defend, and hold harmless Zoko and its officers, directors, employees, agents, successors, and assigns from and against any claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your Customer Content; (c) your breach of this Agreement, including the compliance obligations in Sections 5, 6, and 8; (d) your violation of any law or the rights of any third party, including any claim under a Messaging Law relating to messages sent through your Account; or (e) any transaction between you and your End Users, including your products, services, promotions, and payments.
Zoko will defend you against any third-party claim alleging that the Services, as provided by Zoko and used in accordance with this Agreement, infringe that third party's patent, copyright, or trademark or misappropriate its trade secret, and will indemnify you against damages and costs finally awarded against you or agreed in settlement by Zoko in respect of such a claim, provided you promptly notify us, give us sole control of the defense and settlement, and reasonably cooperate at our expense. This obligation does not apply to any claim arising from: Customer Content; your Merchant Products; your configuration, prompts, or instructions; combination of the Services with anything not supplied by Zoko where the claim arises from the combination; modification of the Services other than by Zoko; any Third-Party Service or Beta Feature; your continued use after we notify you of a required change; or use of the Services other than in accordance with this Agreement. If the Services become, or we believe may become, subject to such a claim, we may at our option procure the right for you to continue using them, modify or replace them so they are non-infringing, or terminate the affected Services on notice and refund any prepaid fees for the unused period. This paragraph states Zoko's entire liability, and your exclusive remedy, for third-party intellectual property claims.
We will promptly notify you of any such claim and reasonably cooperate in its defense at your expense. We reserve the right, at our option, to assume the exclusive defense and control of any matter subject to indemnification, and you agree not to settle any such matter without our prior written consent.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND ZOKO TO RESOLVE MOST DISPUTES THROUGH BINDING, INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW.
If you are dissatisfied with the Services, their quality, availability, or support, or have any other complaint or grievance, you agree to raise and pursue it through the following escalation path, in order, and to allow Zoko a genuine opportunity to investigate and put matters right at each stage before moving to the next:
Completing Steps 1 to 3 is a condition precedent to commencing arbitration or any other proceeding, and you agree not to commence proceedings before doing so. The time limits above are suspended for any period during which Zoko is actively working the matter and awaiting information from you. Nothing in this Section prevents either party from seeking urgent injunctive relief, or from raising a billing dispute under Section 9, which has its own procedure.
If you commence arbitration or any other proceeding without first completing Steps 1 to 3, you agree that you will not be entitled to recover attorneys' fees or costs in that proceeding, even if you would otherwise have been entitled to them, and Zoko may apply to have the proceeding stayed until the escalation path has been completed.
Communications exchanged for the purpose of resolving a dispute under Steps 1 to 3 are made on a without-prejudice basis and may not be used as evidence in any subsequent proceeding, except to establish that the escalation path was followed.
You further agree that any dispute raised under this Section, and the arbitration proceedings and outcome under Step 4, are confidential and will not be disclosed to any third party except to your professional advisers, insurers, or as required by law or regulation. This obligation is mutual and binds Zoko equally.
Zoko commits to engaging with this process in good faith, to acknowledging escalations promptly, and to providing a substantive response at each stage. Section 19.1 sets out what you may and may not disclose publicly while a concern is outstanding.
Except as stated in this Section, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a "Dispute") will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules, as modified by this Section. Either party may nevertheless (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
The arbitrator will be a retired judge or an attorney licensed to practise law, with relevant commercial or technology experience, selected by agreement of the parties from the AAA's roster within fourteen (14) days of the demand for arbitration; failing agreement, the AAA will appoint the arbitrator under the AAA Rules. Any award of damages must be consistent with the disclaimers and limitations in Sections 20 and 21.
Arbitration will be conducted by a single arbitrator, seated in Wilmington, Delaware, in the English language; hearings may be held by video conference where the AAA rules allow and the parties agree. For claims of US$10,000 or less, the arbitration will be conducted on the basis of written submissions unless the arbitrator determines a hearing is necessary. The arbitrator will apply the governing law described in Section 24, will honor applicable privileges and statutes of limitation, and may award only individual relief. Judgment on the award may be entered in any court of competent jurisdiction. Responsibility for AAA filing, administrative, and arbitrator fees is allocated under the applicable AAA rules.
You may opt out of this arbitration agreement (including the class action waiver) by sending written notice to contact@zoko.io with the subject line "Arbitration Opt-Out", stating your name, the name on the Account, and that you are opting out, within thirty (30) days of the date you first accept this Agreement. Opting out will not affect any other part of this Agreement or your use of the Services, and Zoko will not retaliate in any way. If you do not opt out within that period, you and Zoko are bound to arbitrate as set out in this Section.
ALL DISPUTES WILL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the remainder of this Section will continue to apply.
This Agreement and any Dispute will be governed by and construed under the laws of the State of Delaware, USA, and applicable U.S. federal law (including the Federal Arbitration Act with respect to Section 23), without regard to conflict-of-laws principles.
Subject to the arbitration agreement in Section 23, which governs most Disputes, you and Zoko agree that any proceeding that is not required to be arbitrated, including any application to compel, stay, or enforce arbitration, any challenge to or enforcement of an arbitral award, any claim within the arbitration carve-outs in Section 23, and any claim brought by a party who has validly opted out of arbitration, will be brought exclusively in the state or federal courts located in the State of Delaware, USA. You irrevocably submit to the personal jurisdiction of those courts, waive any objection to their jurisdiction or venue, and waive any argument that those courts are an inconvenient forum.
Notwithstanding Section 24.1, Zoko may, at its sole option, bring proceedings against you in the courts of any jurisdiction in which you are established, resident, incorporated, or hold assets, or in any other court having jurisdiction over you, for the purpose of:
This right is for Zoko's benefit only and does not give you a corresponding right to bring proceedings against Zoko outside the forum specified in Section 24.1 or outside arbitration. Zoko may bring concurrent proceedings in more than one jurisdiction to the extent permitted by law, and commencing proceedings in one jurisdiction does not preclude Zoko from doing so in another.
You acknowledge that arbitral awards made under Section 23 are enforceable internationally under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and you agree not to oppose recognition or enforcement of any such award on grounds you have waived under this Agreement.
Where the law of a jurisdiction that applies to you does not permit an asymmetric or one-sided jurisdiction provision, or renders Section 24.2 unenforceable in whole or in part, that Section will be read down to the minimum extent necessary to be enforceable there and, if it cannot be, will be severed as against you without affecting Section 24.1 or the remainder of this Agreement.
Where consumer protection or other mandatory law in your place of residence or establishment grants you rights, protections, or a venue that cannot be waived by contract, nothing in this Agreement limits those rights, and any proceeding to which such mandatory venue applies may be brought in the forum that law requires.
Nothing in this Agreement creates any agency, partnership, joint venture, franchise, or employment relationship between you and Zoko. Neither party has authority to bind the other or incur obligations on the other's behalf.
Our failure to enforce any provision of this Agreement is not a waiver of that provision or of our right to enforce it later. If any provision (other than the class action waiver in Section 23) is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions will continue in full force.
You may not assign or transfer this Agreement or your Account without our prior written consent, and any attempted assignment in violation of this Section is void. We may assign this Agreement without your consent, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.
Costs of enforcement. In any arbitration, action, or proceeding brought to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable costs and attorneys' fees from the other party, in addition to any other relief awarded, except where this is prohibited by applicable law or where Section 23.1 applies to deny recovery of such fees.
Interpretation. The headings in this Agreement are for convenience only and do not affect its interpretation. "Including" means "including without limitation". Any ambiguity in this Agreement will not be construed against either party by reason of that party having drafted it or any part of it, to the extent permitted by applicable law.
No third-party beneficiaries. This Agreement is between you and Zoko alone. No person who is not a party to it has any right to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999, as a third-party beneficiary, or otherwise, except that the Indemnified Parties referred to in Section 22 and, in respect of Section 14, Meta and WhatsApp may enforce the terms expressed for their benefit. The parties may vary or rescind this Agreement without the consent of any such person.
Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strike or labour dispute, governmental action or sanction, failure or interruption of the internet, telecommunications, hosting, or power infrastructure, denial-of-service or other malicious attack, or the act, omission, outage, suspension, or discontinuation of any Third-Party Provider including Meta, WhatsApp, or Shopify. The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to resume performance. If such an event continues for more than sixty (60) consecutive days, either party may terminate the affected Services on written notice.
This Agreement (including the documents incorporated by reference) is the entire agreement between you and Zoko regarding the Services and supersedes all prior or contemporaneous agreements and communications on that subject.
You grant Zoko a non-exclusive, worldwide, royalty-free licence to use and display your business name, trade name, and logo, and to identify you as a customer of Zoko, in Zoko's marketing and promotional materials, including our website, customer and partner listings, case studies, presentations and pitch decks, press announcements, trade shows, investor and diligence materials, and social media channels, during the term of this Agreement and for a reasonable period afterwards in respect of materials already published.
Zoko will use your marks only in accordance with any brand guidelines you provide to us in writing, will not alter them beyond resizing and reformatting, and will not state or imply that you endorse, sponsor, or are affiliated with Zoko beyond your factual status as a customer. All goodwill arising from such use accrues to you, and nothing in this Section transfers any ownership in your marks.
Any quotation, testimonial, named case study, or statement of results attributed to you or to a named individual at your business requires your prior written approval, which may be given by email. Approval once given may not be withdrawn in respect of materials already published, though we will honour a reasonable request to remove such materials from channels we control on a going-forward basis.
You may withdraw the general licence in the first paragraph at any time by written notice to contact@zoko.io. On receipt, Zoko will stop making new use of your name and logo and will remove them from channels within its control within a reasonable period, though Zoko is not required to recall or amend printed materials, third-party publications, or archived content already distributed.
This Section does not permit Zoko to disclose your Confidential Information, your commercial terms, your Customer Content, or any information about your End Users. Publication of statistics that do not identify you is governed separately by Section 4.1.
We may update this Agreement from time to time. If we make material changes, we will endeavor to notify you, for example, by email or by an in-product notice, before the changes take effect. Changes become effective on the date stated in the notice or, if none, on posting. If you do not agree to updated terms, you must stop using the Services before they take effect; your continued use after that date constitutes acceptance. We may also add, change, or remove features of the Services, and may impose limits on features or usage, as described in Section 12.
You consent to receive agreements, notices, disclosures, and other communications from us electronically, including by email to your registered address, by messages within the Services, or by posting to our website, and you agree that electronic communications satisfy any legal requirement that communications be in writing. Notices to you are deemed given when sent or posted. Notices to Zoko must be sent to the contact details in Section 29 and are deemed given when received.
Questions about these Terms or the Services can be sent to:
Bourbon Science Inc. (d/b/a Zoko)
Attn: Legal
8080 Westpark Drive, STE 50836
Houston, TX 77063, USA
Email: contact@zoko.io
