Terms of Service
About Chat-Rex
Chat-Rex, provided by ZOO AI COMPANY LIMITED and its subsidiaries and affiliates, offers an omnichannel messaging platform that enables customers to store, manipulate, analyze, and transfer messages between their business systems and their customers. Additionally, Chat-Rex offers other tools and services that may be selected by customers and could be subject to supplemental terms (“the Services”). A “Customer” refers to any entity or individual that has entered into an agreement with Chat-Rex to receive the Services.
About the Terms
This Terms of Service (“Agreement”) constitutes a binding agreement between the Customer and Chat-Rex (individually a “Party” and collectively as the “Parties”), effective from the date the Customer registers for a Chat-Rex account through the Chat-Rex website or from the date specified in any service agreement between the Parties (“Effective Date”).
By registering for a Chat-Rex account or entering into a service agreement, the Customer acknowledges understanding and agreement to these terms, affirming that they have the necessary capacity and authority to enter into this Agreement.
Use of any aspect of the Chat-Rex Solution, including the Chat-Rex Website, signifies the Customer’s acceptance to adhere to and be bound by the terms of this Agreement, as may be amended. If the Customer does not agree with these terms, they must cease using the Chat-Rex Solution immediately.
1. Definitions
Chat Participant: An individual who communicates through the Chat-Rex Platform either as a user or on behalf of a business (Agent).
Confidential Information: Any information, documents, or materials shared between the Parties in the course of business that are not publicly available. This includes, but is not limited to, marketing and development plans, business operations data, product specifications, service details, intellectual property, technological data, and financial information.
Marketing and Development Information : Any information related to a Party’s marketing strategies or business development, including but not limited to costs, policies, quotations, forecasts, and strategic planning.
Business Operations Information : Any details concerning the operations of a Party, which include personnel numbers, financial transactions, and information regarding vendors, providers, customers, clients, and partners that is not publicly disclosed by the Party.
Product Information : Specifications of all products developed by a Party, as well as those products resulting from or related to any projects performed by or on behalf of the Party, or products under research and development phases.
Service Information : Details pertaining to services offered by a Party, including, but not limited to, manpower scheduling, training programs, and maintenance operations.
Intellectual Property Information concerning all Intellectual Property Rights held by a Party.
Technology : Any technical or scientific data, materials produced by a Party, or information regarding the utilization of machinery, appliances, or components that has not been publicly disclosed, including documented scientific processes.
Accounting Information : All financial documents such as reports, worksheets, balance sheets, lists of undisclosed assets and liabilities, inventory records, payroll details, and any other data related to the financial dealings of a Party. This includes all information marked as “confidential” or that which would reasonably be considered confidential, disclosed by one Party to another or obtained by a Party throughout the duration of the agreement.
Confidential Information: Any information, documents, or materials shared between the Parties in the course of business that are not publicly available. This includes, but is not limited to, marketing and development plans, business operations data, product specifications, service details, intellectual property, technological data, and financial information.
Marketing and Development Information : Any information related to a Party’s marketing strategies or business development, including but not limited to costs, policies, quotations, forecasts, and strategic planning.
Business Operations Information : Any details concerning the operations of a Party, which include personnel numbers, financial transactions, and information regarding vendors, providers, customers, clients, and partners that is not publicly disclosed by the Party.
Product Information : Specifications of all products developed by a Party, as well as those products resulting from or related to any projects performed by or on behalf of the Party, or products under research and development phases.
Service Information : Details pertaining to services offered by a Party, including, but not limited to, manpower scheduling, training programs, and maintenance operations.
Intellectual Property Information concerning all Intellectual Property Rights held by a Party.
Technology : Any technical or scientific data, materials produced by a Party, or information regarding the utilization of machinery, appliances, or components that has not been publicly disclosed, including documented scientific processes.
Accounting Information : All financial documents such as reports, worksheets, balance sheets, lists of undisclosed assets and liabilities, inventory records, payroll details, and any other data related to the financial dealings of a Party. This includes all information marked as “confidential” or that which would reasonably be considered confidential, disclosed by one Party to another or obtained by a Party throughout the duration of the agreement.
Customer Application: Any software or website developed by the Customer using or integrated with the Chat-Rex APIs under this Agreement.
Customer’s Client: Any client of the Customer.
Customer Data: Data loaded, transmitted, or entered into the Chat-Rex Platform by the Customer or its Users, including data obtained from the Customer’s systems or third parties on the Customer’s behalf.
Discloser: A Party that discloses Confidential Information.
Hong Kong: The Hong Kong Special Administrative Region of the People’s Republic of China.
Headless API: A system allowing content management and delivery across various platforms without a specific frontend, enabling content independence from the backend system.
Integrated Product: Includes Customer Application, Custom-Integrated Business Applications, and Pre-Integrated Third-Party Business Applications.
Messaging Channels: SMS or Third Party Messaging Platforms integrated with the Chat-Rex Solution.
Modifications: Changes, updates, or enhancements made to the Chat-Rex Platform.
Personal Data: Information relating to an identified or identifiable person.
Pre-Integrated Third-Party Business Applications: Third-party software pre-integrated with the Chat-Rex Platform, available to the Customer.
Recipient: A Party receiving Confidential Information.
Reseller: An authorized reseller of the Services.
Chat-Rex Platform: The software, hardware, and systems used by Chat-Rex to provide the Services.
Chat-Rex Solution: The Chat-Rex Platform and any Modifications.
Chat-Rex Website: The websites used by Chat-Rex to provide the Services.
Term: Defined in section 14.
Third Party Messaging Platforms: Platforms like WhatsApp, Facebook Messenger, WeChat, LINE, etc., supported by Chat-Rex.
User: An employee or contractor of the Customer authorized to use the Chat-Rex Platform.
2. Chat-Rex Platform
Provision of the Chat-Rex Platform: Subject to the Customer’s adherence to the terms and conditions of this Agreement, Chat-Rex will provide the Chat-Rex Platform to the Customer under the stipulated terms. This provision is conditional upon the Customer: (i) having read, accepted, and complied with the obligations under the terms of use for all relevant Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications; and (ii) having taken necessary steps to ensure interoperability between the Chat-Rex Platform and the aforementioned applications, including obtaining necessary approvals and API keys (whether directly or via the Customer’s Clients).
3. Modifications to the Services and Fees
- Changes to Services and Fees: Chat-Rex reserves the right to modify the fees, features, plans, and contents of the Services at any time. Changes will be communicated via email or posted on the Chat-Rex Website.
- New Features: Any new features added to the current Services, including new tools, resources, and functions, will be subject to the terms of this Agreement.
- Version Updates and Access: The Customer acknowledges that:
The fees, features, plans, and contents of the Services as outlined on Chat-Rex’s pricing page reflect the most current version of the Chat-Rex Platform.
Use of legacy versions of the Chat-Rex Platform may restrict access to newer functions.
Subscriptions to previously available add-ons may be affected by updates to the Services.
4. Trademark License
- Customer’s Trademark License to Chat-Rex: During the Term, the Customer grants Chat-Rex a worldwide, non-exclusive, non-transferable, non-sub-licensable (except to affiliates) and royalty-free license to use the Customer’s trademarks and logos provided under this Agreement solely for marketing, advertising, and promoting the Chat-Rex Solution, including listing the Customer and the Customer Application on the Chat-Rex Website. This usage must comply with the Customer’s reasonable trademark guidelines, subject to updates. The Customer may request Chat-Rex to stop using its trademarks and logos if their continued use negatively impacts the Customer’s image or associated goodwill.
- Chat-Rex’s Trademark License to Customer: Similarly, during the Term, Chat-Rex grants the Customer a limited, non-exclusive, non-transferable, non-sub-licensable (except to affiliates) and royalty-free license to use Chat-Rex’s trademarks and logos provided under this Agreement solely for the purposes of marketing, advertising, and promoting the Chat-Rex Solution. This usage must adhere to Chat-Rex’s reasonable trademark guidelines, subject to updates. Chat-Rex may request the Customer to cease using its trademarks and logos if their continued use adversely affects Chat-Rex’s image or goodwill.
5. Reservation of Rights
Chat-Rex expressly retains all rights, title, and interest in:
I.The Chat-Rex Solution and all related materials or content provided under this Agreement, including any Modifications.
II.All intellectual property rights related to the foregoing.
III.The Customer acknowledges that the rights to the Chat-Rex Property are licensed, not sold, and remain with Chat-Rex or its third-party suppliers, subject to the express license rights granted in sections 4.
6. Chat-Rex’s Right to Use Customer Data
The Customer agrees that Chat-Rex may collect, process, store, use, reproduce, modify, and transfer to its subcontractors, Customer Data (including Personal Data) solely to deliver the Services under this Agreement. Furthermore, Chat-Rex may use data that does not identify an individual (including aggregated or de-identified data) for internal business purposes such as analytics, quality assurance, and product or service development. The Customer will ensure that Users, Customer’s Clients, and Chat Participants consent to these terms.
7. Privacy
The Customer acknowledges that all Personal Data, including that of Users, Customers, Clients, and Chat Participants, will be processed in accordance with the Chat-Rex Privacy Policy. This policy is subject to updates and can be found at [https://Chat-Rex.com/privacy](https://Chat-Rex.com/privacy) (the “Privacy Policy”), which is incorporated by reference into this Agreement.
8. Account and Use Restrictions
- Accounts: The Customer is responsible for ensuring that its Users access the Chat-Rex Platform only through the Customer’s Chat-Rex Account and their respective User Accounts. Account sharing is prohibited, and the Customer must immediately notify Chat-Rex of any suspected or actual unauthorized use. Chat-Rex reserves the right to suspend, deactivate, or replace any compromised Customer or User Accounts.
- Acceptable Use: The Chat-Rex Platform and Services are to be used only for their intended purpose and in compliance with this Agreement and applicable laws. Chat-Rex reserves the right to take protective measures, including denying access or terminating agreements, particularly if the Customer:
Violates laws, regulations, or this Agreement.
Infringes third-party rights.
Significantly harms Chat-Rex’s interests.
Engages in offensive behavior towards Chat-Rex or any third party.
- Use Restrictions: The Customer agrees to be responsible for all activities conducted under its User and Client accounts and to comply with all policies and guidelines established by Chat-Rex. Specifically, the Customer must not:
Allow any use of the Chat-Rex Platform to send, store, or process prohibited content, including malicious code, illegal data, or content that infringes on rights of any party.
Engage in activities that disrupt, overload, or interfere with the integrity of the Chat-Rex Platform or related systems.
Employ any form of data extraction or reverse engineering related to the Chat-Rex Solution.
Use the Chat-Rex Solution for fraudulent activities, competitive product development, or any other unauthorized purposes.
- Geographical Restrictions:
The Customer consents to the collection and processing of geographical-related data by Chat-Rex, which may influence pricing and service availability.
The Services may be limited to specific regions, and the Customer agrees not to falsify location data or access the Services outside of permissible areas.
- Suspension and Deletion of Accounts: Chat-Rex reserves the right to suspend or delete the Customer’s account and restrict access to the Services if the account is used inappropriately or offensively. Such actions do not entitle the Customer to any compensation, and outstanding fees remain payable.
9. The Customer’s Use of Artificial Intelligence (AI) Reply Services and Features
- Generated Content: Any content generated or processed by the AI Features is considered Customer Data. The Customer is accountable for ensuring that such data does not infringe on any rights and acknowledges that outputs from AI may not be unique.
- Usage Limits: The Customer’s use of AI Features is subject to the limits of their subscription plan. Exceeding these limits may require the purchase of additional usage or result in performance restrictions.
- Usage Restrictions: AI Features must not be used for:
Developing competing products.
Misrepresenting AI-generated content as human-generated.
Any purpose that violates this Agreement, Chat-Rex’s guidelines, or its Acceptable Use Policy.
- Consent to Data Sharing: Use of AI Features involves sharing data with third-party AI service providers as necessary for the functionality of these features.
- Customer’s Acknowledgment: The Customer acknowledges that:
AI-generated outputs may not always be accurate or reliable.
All AI-generated content must be critically assessed for accuracy before use.
9. The Customer’s Use of Artificial Intelligence (AI) Reply Services and Features
- Generated Content: Any content generated or processed by the AI Features is considered Customer Data. The Customer is accountable for ensuring that such data does not infringe on any rights and acknowledges that outputs from AI may not be unique.
- Usage Limits: The Customer’s use of AI Features is subject to the limits of their subscription plan. Exceeding these limits may require the purchase of additional usage or result in performance restrictions.
- Usage Restrictions: AI Features must not be used for:
Developing competing products.
Misrepresenting AI-generated content as human-generated.
Any purpose that violates this Agreement, Chat-Rex’s guidelines, or its Acceptable Use Policy.
- Consent to Data Sharing: Use of AI Features involves sharing data with third-party AI service providers as necessary for the functionality of these features.
- Customer’s Acknowledgment: The Customer acknowledges that:
AI-generated outputs may not always be accurate or reliable.
All AI-generated content must be critically assessed for accuracy before use.
10. Fees and Payment
- Fees: The Customer agrees to pay Chat-Rex the fees as specified on the Chat-Rex Website or in the applicable service agreement (“Fees”) for the duration of the Term, adhering to the payment terms outlined herein.
- Third-Party Messaging Platform Fees: It is clarified that Chat-Rex’s Fees do not include any charges imposed by Third Party Messaging Platforms. These charges are the Customer’s responsibility, whether paid directly to the platforms or through Chat-Rex. The Customer has the option to accept or decline such charges. Should a Third Party Messaging Platform require services beyond API integration from Chat-Rex, additional charges may apply, and the Customer may accept or decline these services.
- Payment Terms:
The Customer must pay all applicable Fees in advance, either by credit card or bank transfer, on the Effective Date and on subsequent monthly or yearly anniversaries, as outlined in the service agreement. Access to the Services is contingent upon receipt of payment. Delays or failures in payment may lead to a suspension or termination of Services until outstanding payments are made.
The Customer is solely responsible for any currency exchange charges or payment gateway transaction fees. For invoices under US$5,000 paid by bank transfer, Chat-Rex will charge an additional fee of 3% of the invoiced amount.
By making payments, the Customer asserts that all payment information is accurate and that they are authorized to use the payment method provided.
- Set-off and Withholding: Payment obligations are absolute and not subject to set-offs or withholding, all of which are expressly waived by the Customer.
- Disputed Invoices or Charges: If the Customer disputes any invoice or charge in good faith, they must notify Chat-Rex within fifteen (15) days of receipt, providing substantiation for the disputed amount, and may withhold payment of the disputed amount pending resolution. Chat-Rex has the discretion to determine the validity of disputes. Failure to notify Chat-Rex within this timeframe will result in a waiver of the right to dispute the invoice or charge.
- Late Payment: Unless disputed amounts are pending a determination, failure to pay any Fees or taxes on time will result in an interest charge of the lesser of 3% per month or the maximum legal rate, compounded monthly. Additionally, all outstanding balances become immediately due and payable upon such payment failure.
- Certain Taxes: Fees exclude applicable taxes and governmental charges. The Customer is responsible for all such charges, except for taxes based on Chat-Rex’s net income or profits, and agrees to hold Chat-Rex harmless from such obligations.
11. Confidential Information
- Exceptions to Confidentiality: Confidential Information does not include information that is:
Already known to the Recipient without confidentiality restrictions.
Publicly available through no breach by the Recipient.
Legitimately received from a third party without confidentiality obligations.
Explicitly agreed by the Discloser to be non-confidential.
- Permitted Disclosures: Confidential Information may be disclosed by the Recipient:
When required by law or court order, provided the Discloser is notified promptly.
To personnel or advisors who need to know this information to provide professional services, under confidentiality obligations no less protective than those in this Agreement.
In the context of a potential business transaction involving Chat-Rex’s assets, where necessary for the completion of the transaction.
- Confidentiality Covenant: The Recipient agrees to:
Not disclose the Discloser’s Confidential Information, except to personnel or affiliates on a need-to-know basis, or as otherwise approved in writing by the Discloser.
Use the Confidential Information solely to fulfill its obligations and exercise its rights under this Agreement.
Protect the Discloser’s Confidential Information with the same degree of care as it uses for its own confidential information, but in no event less than reasonable care.
12. Warranty; Disclaimer; Indemnity
- Customer Warranty: The Customer warrants to Chat-Rex that:
It has obtained all necessary consents and permissions as required by applicable laws for the processing of Personal Data by Chat-Rex, including for the collection, storage, access, use, disclosure, and transmission of such data.
It will comply with the WhatsApp Business Solution Terms and the terms and privacy policies of any connected Third Party Messaging Platforms when using such platforms through the Chat-Rex Platform.
All information provided by the Customer to Chat-Rex is accurate and truthful.
- General Disclaimer: Except as expressly provided in this Agreement, Chat-Rex offers its Solutions and Services “as is” and “as available,” disclaiming all implied warranties to the extent permitted by law, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Chat-Rex does not guarantee that the Services will be uninterrupted or error-free and is not responsible for the accuracy of data provided to the Customer.
- Disclaimer for External Dependencies: The Customer acknowledges that Chat-Rex’s performance is contingent upon the Customer’s proper integration and interoperability with Third Party Messaging Platforms and applications. Chat-Rex is not liable for issues arising from external dependencies, disruptions in services, or account rejections by third-party platforms.
- Reseller Liability Limitation: Chat-Rex is not liable for any representations or warranties made by any reseller or representative of the reseller.
- Indemnity: The Customer will defend, indemnify, and hold harmless Chat-Rex and its affiliates from any liabilities, damages, and costs arising from:
The Customer’s data and its use.
Breaches of this Agreement by the Customer.
Misuse of the Chat-Rex Solution by the Customer or any associated parties.
Any infringement of rights related to the Customer’s use of the Chat-Rex Solution.
13. Limitation of Liabilities
Financial Cap: Chat-Rex’s total liability under this Agreement will not exceed the lesser of the fees paid by the Customer in the twelve months prior to the incident giving rise to the claim or US$500.
Type of Damages: Chat-Rex is not liable for indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, data, or use, or for personal injury, property damage, or disruptions in service, regardless of the legal theory, even if advised of the possibility of such damages.
14. Term and Termination
- Term: This Agreement is effective from the Effective Date until terminated as provided herein. Subscriptions automatically renew under the same terms unless terminated.
- Termination For Convenience:
Monthly plans can be terminated with seven days’ notice before the end of the term.
Yearly plans require thirty days’ notice.
Enterprise monthly plans require thirty days’ notice.
Enterprise yearly plans require sixty days’ notice.
- Termination for Cause: Either party may terminate this Agreement if the other party materially breaches its terms and fails to cure that breach within thirty days after receiving written notice. If the breach is incurable or if the party becomes insolvent, termination can be immediate.
- Financial Obligations upon Termination: If the Customer terminates the Agreement early, or if Chat-Rex terminates the Agreement due to the Customer’s breach, the Customer must pay all fees due for the remainder of the term. Refunds are not available for WhatsApp credits or changes in service due to third-party policies.
These terms reflect the negotiated understanding of the risks and responsibilities between the parties and are fundamental to the agreement’s basis.
15. Survival
The obligations under the following sections will survive the expiration or termination of this Agreement for any reason: Section 5 (Reservation of Rights), Section 6 (Chat-Rex’s Right to Use Customer Data), Section 10 (Fees and Payment), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities), Section 15 (Survival), and Section 16 (General Provisions), along with any other provisions that by their nature extend beyond the termination or expiration of this Agreement.
16. General Provisions
- Notices: Notices will be deemed effective when delivered by courier one day after dispatch, two days after mailing if sent by prepaid post, or immediately upon delivery in person or by email. Notices must be sent to the addresses specified in the service agreement or as updated by either party.
- Assignment: This Agreement or any rights hereunder may not be assigned by the Customer without the prior written consent of Chat-Rex. Chat-Rex may assign this Agreement in connection with any merger, acquisition, or sale of assets, ensuring the successor meets the obligations herein. Any unauthorized assignment will be void.
- Governing Law and Jurisdiction: This Agreement will be governed by the laws of Hong Kong. The parties consent to the exclusive jurisdiction of its courts and waive any objections based on venue.
- Construction: The rights and remedies hereunder are cumulative. The terms “include” and “including” are inclusive and not limiting. Section headings are for reference only.
- Force Majeure: Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except as otherwise specified.
- Severability: If any provision is found unenforceable, it will be severed, and the remainder of the Agreement will continue in effect.
- Waiver: Waivers must be written. Failure to exercise rights is not a waiver of those or any other rights.
- Independent Contractors: The Customer acts as an independent contractor, not as an agent or partner of Chat-Rex. The Customer has no authority to bind Chat-Rex.
- Entire Agreement: This Agreement is the definitive agreement on its subjects, superseding all other communications.
- Amendments: Chat-Rex may amend this Agreement unilaterally as necessary. Continued use of the Services after amendments constitutes acceptance.
- Language: This Agreement is intended to be in English, and no translation or other language version shall supersede the English version.
These provisions ensure clarity and set the governance framework for the relationship between Chat-Rex and the Customer.
