Terms of Service

• “Customer Data” means data you or your End Customers submit to or generate through the Service, including conversation content, catalog and order data, and configuration.
• “End Customer” means a customer of yours who interacts with the Service through your channels.
• “Output” means content generated by the AI in response to inputs.
• “Connected Provider” means a third-party service that you connect to the Service using your own account or credentials (BYOK — bring your own keys). This includes your store platform (for example Shopify or WooCommerce) and your payment, shipping, accounting, and messaging providers.
• “Training Data” means data used to train or fine-tune machine-learning models. Customer Data is not Training Data.

Subject to these Terms and payment of applicable fees, ZeroACE grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription.

The Service lets you deploy an AI operator across channels (such as voice, messaging, and web chat) and connect your own Connected Providers to fulfill orders. We may update, improve, or change features of the Service over time.

You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. You must be able to form a binding contract and use the Service only for lawful business purposes.

You agree to pay the fees for the plan and any add-ons you select, plus any usage-based charges (such as conversation or voice overage) and any commission on AI-closed sales, as described at the time of purchase. Fees are billed in advance on a recurring basis unless stated otherwise.

• Commission, where it applies, is calculated on the goods value of sales the AI closes and does not include taxes.
• Plan changes take effect as described in the Service; you remain responsible for charges incurred before a change.
• Fees are exclusive of taxes, which you are responsible for except for taxes on our net income.
• Except where required by law or expressly stated, fees are non-refundable. You may cancel at any time; cancellation takes effect at the end of your current billing period.

Payments are processed by our third-party payment provider; ZeroACE does not store your full card details.

You are responsible for your use of the Service and, in particular, you agree that:

• You are the controller of your End Customers’ personal data and are responsible for having a lawful basis and any required notices and consents for processing it through the Service, including for AI-assisted conversations and any recording.
• You are responsible for your Connected Providers — you maintain your own accounts with them, comply with their terms, and are responsible for the fees, settlement, and compliance handled through them (including payment, tax, and shipping obligations).
• You will not submit Customer Data that you do not have the right to submit, and you will comply with applicable laws in your use of the Service.
• You are responsible for reviewing Output before relying on it (see the Artificial Intelligence section).

You must not, and must not permit anyone to:

• Use the Service to violate any law or third-party right, or to send unlawful, deceptive, harassing, or infringing content.
• Input the personal data of third parties without a lawful basis or required consent.
• Use Output in regulated contexts (such as legal, medical, or financial advice) without appropriate professional review.
• Reverse-engineer, decompile, or attempt to extract the underlying models or source of the Service, or use the Service to build a competing model or product.
• Interfere with, overload, or circumvent the security or access controls of the Service, or use it to transmit malware.
• Attempt to cause the AI to generate content that violates these Terms or applicable law.

The Service uses AI, including third-party large-language-model providers, to generate Output. You acknowledge and agree that:

• Output is generated automatically and may be inaccurate, incomplete, or unsuitable for a particular purpose. You are responsible for reviewing and validating Output before relying on or acting on it.
• We do not use your Customer Data to train foundation models, and we configure our AI sub-processors so that Customer Data sent through their APIs is not used to train their models.
• The Service relies on third-party AI providers who may process inputs to generate Output; their processing is subject to the safeguards described in our DPA and Privacy Policy.
• Money, stock, and order decisions are validated on our servers and are not left to the AI; you remain responsible for your catalog, pricing, and configuration.

The Service integrates with Connected Providers and other third-party services that you choose to use. Your use of those services is governed by their own terms, and ZeroACE is not responsible for them or for any act or omission of a third-party provider. If a Connected Provider changes or discontinues its service, the related functionality of the Service may be affected.

Our handling of personal data for which we are the controller is described in our Privacy Policy. Where we process your End Customers’ personal data on your behalf, we do so as a processor under our Data Processing Agreement, which is incorporated into these Terms.

The Service can send order-related SMS text messages — such as order confirmations, shipping and delivery updates, and order support — to recipients who provide their mobile number and consent to receive them. By opting in, a recipient consents to receive recurring order-related SMS at the number provided.

Message frequency varies with order activity. Message and data rates may apply. Recipients can reply STOP to unsubscribe at any time and HELP for help. Carriers are not liable for delayed or undelivered messages. Where you use the Service to send messages to your End Customers, you are responsible for obtaining the consent required by applicable law (including the TCPA and equivalent rules) and for the content of those messages.

As between the parties, ZeroACE and its licensors own all rights in the Service, including its software, models, and design; no rights are granted except as expressly set out in these Terms. You retain all rights in your Customer Data. You grant ZeroACE a limited license to host, process, and use Customer Data as necessary to provide the Service and, in aggregated or de-identified form, to improve it. As between the parties and to the extent permitted by law, you own the Output generated for you, subject to the rights of third-party providers in their underlying models.

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to those who need to know and are bound by similar obligations, or as required by law.

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, ZeroACE disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty regarding the accuracy, reliability, or availability of the Service or Output. We do not warrant that the Service will be uninterrupted or error-free.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms. ZeroACE’s total aggregate liability arising out of or related to these Terms will not exceed the fees you paid to us in the twelve (12) months before the event giving rise to the liability. These limits do not apply to liability that cannot be excluded under applicable law.

You will defend, indemnify, and hold ZeroACE harmless from claims, damages, and costs arising out of your Customer Data, your use of the Service in breach of these Terms or applicable law, or your relationship with your End Customers or Connected Providers, except to the extent caused by ZeroACE’s own breach.

These Terms apply while you use the Service. Either party may terminate for the other’s material breach that is not cured within 30 days. You may cancel your subscription at any time; termination takes effect at the end of your current billing period unless stated otherwise.

We may suspend or limit the Service if you breach these Terms, fail to pay, or create a security or legal risk. On termination, your right to use the Service ends; you may export your Customer Data for 30 days, after which we may delete it in the ordinary course, subject to legal retention requirements.

We may modify these Terms from time to time. When we make material changes, we will update the “Last updated” date and provide notice as required. Your continued use of the Service after the changes take effect constitutes acceptance.

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute, except that either party may seek injunctive relief where available.

These Terms, together with the Privacy Policy and DPA, are the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of assets. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. Notices will be given as described in the Service or to the contact details on file.