Terms of Service

Effective Date: January 1, 2025

These Terms of Service (the "Agreement") govern your access to and use of Kenzi's customer messaging platform and related services. By creating an account, accessing our platform, or using our services, you agree to be bound by these terms.

If you are accepting these terms on behalf of an organization, you represent that you have authority to bind that organization to this Agreement, and "you" refers to that organization.

1. Definitions

As used in this Agreement:

• "Account" means your registered user account on the Kenzi platform.

• "Agent" means an authorized team member within your Workspace who has access to the Services.

• "Content" means all data, information, messages, attachments, and materials submitted, transmitted, or stored through the Services by you or your end users.

• "Customer Data" means information about your customers, including contact details, conversation history, and social media profile information.

• "Documentation" means Kenzi's user guides, help documentation, and technical specifications.

• "Integrated Platforms" means third-party services such as Facebook, Instagram, email providers, and other platforms that connect with Kenzi.

• "Services" means Kenzi's customer messaging platform, including the web application, chat widget, APIs, and related services, but excluding Integrated Platforms.

• "Subscription" means your paid plan and subscription period for access to the Services.

• "Workspace" means your organization's account environment where Agents collaborate and manage customer conversations.

2. Account Registration and Access

2.1 Account Creation

To use the Services, you must create an Account by providing accurate and complete registration information. You agree to maintain the accuracy of your Account information and promptly update it as necessary.

2.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. We strongly recommend enabling two-factor authentication for enhanced security. You must notify us immediately of any unauthorized access or security breach.

2.3 Authorized Users

You may authorize Agents within your Workspace to access and use the Services. You are responsible for all activities conducted by your Agents and their compliance with this Agreement. You must ensure that each Agent's access is appropriate to their role and responsibilities.

2.4 Age Requirements

You must be at least 18 years of age to create an Account and use the Services. By accepting these terms, you represent that you meet this age requirement.

3. Subscription Plans and Services

3.1 Service Plans

Kenzi offers various subscription plans with different features, usage limits, and pricing. Your access to specific features depends on your selected plan. We reserve the right to modify plan features, add new plans, or discontinue existing plans with reasonable notice.

3.2 Fair Use

The Services are intended for reasonable business use consistent with your subscription plan. We may impose or adjust usage limits, including message volumes, storage capacity, or API request rates, to ensure fair access for all customers and maintain service quality.

3.3 Beta Features

We may offer access to beta, experimental, or early-access features. These features are provided "as is" without warranties and may be modified or discontinued at any time without notice. Your use of beta features is at your own risk.

3.4 Service Modifications

We continuously improve the Services and may add, modify, or remove features. While we strive to maintain backward compatibility, we cannot guarantee that all features will remain unchanged. We will provide reasonable notice for material changes that significantly affect functionality.

4. License and Usage Rights

4.1 License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your Subscription period for your internal business purposes.

4.2 Usage Restrictions

You agree not to:

• Copy, modify, distribute, sell, lease, or sublicense the Services

• Reverse engineer, decompile, or attempt to extract the source code of the Services

• Remove, obscure, or alter any proprietary notices or branding

• Use the Services to build a competing product or service

• Interfere with or disrupt the integrity or performance of the Services

• Access the Services through automated means (except authorized APIs)

• Circumvent usage limits, authentication, or security measures

• Use the Services for any illegal, fraudulent, or malicious purpose

• Transmit viruses, malware, or other harmful code

• Violate any applicable laws, regulations, or third-party rights

4.3 Competitor Restrictions

If you are a direct competitor of Kenzi in the customer messaging or communications platform space, you may not access or use the Services without our prior written consent. We reserve the right to refuse service or terminate accounts of competitors.

4.4 Data Usage Rights

We may collect and analyze aggregated, de-identified usage data to improve the Services, develop new features, and create industry benchmarks. This data does not identify you or your customers individually and may be used for our business purposes.

5. Integrated Platforms and Third-Party Services

5.1 Third-Party Integrations

The Services integrate with Integrated Platforms such as Facebook, Instagram, and email providers. Your use of these integrations is subject to the terms and privacy policies of those third parties. We do not control Integrated Platforms and are not responsible for their availability, functionality, or data practices.

5.2 Authorization Requirements

To use Integrated Platforms, you must authorize the appropriate permissions and maintain valid authentication credentials. You are responsible for ensuring you have all necessary rights and authorizations to connect your accounts on Integrated Platforms.

5.3 Changes to Integrations

Integrated Platforms may change their APIs, terms, or policies, which may affect integration functionality. We will make reasonable efforts to maintain compatibility but cannot guarantee uninterrupted access to Integrated Platforms. We are not liable for disruptions caused by Integrated Platform changes.

5.4 Data from Third Parties

When you connect Integrated Platforms, we receive data according to your authorization. You represent that you have all necessary rights to share this data with us and authorize us to process it as described in our Privacy Policy.

6. Fees, Payment, and Billing

6.1 Subscription Fees

Access to the Services requires payment of subscription fees according to your selected plan. Fees are billed in advance on a monthly or annual basis as specified during signup. All fees are in U.S. dollars unless otherwise stated.

6.2 Payment Methods

Payment must be made by credit card, debit card, or other payment methods we accept. By providing payment information, you authorize us to charge the applicable fees to your payment method. Payment processing is handled by third-party payment processors subject to their terms.

6.3 Automatic Renewal

Your Subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. Monthly subscriptions renew each month; annual subscriptions renew each year. You will be charged the then-current rate for your plan upon renewal.

6.4 Price Changes

We may change our pricing with reasonable advance notice. For monthly subscriptions, price changes take effect upon your next renewal. For annual subscriptions, we will provide at least 60 days' notice before any price increase, which will apply at your next annual renewal.

6.5 Taxes

Fees do not include applicable sales, use, value-added, or other taxes. You are responsible for all taxes associated with your purchase, except for taxes based on our net income.

6.6 Late Payment

If payment is not received when due, we may suspend or restrict access to your Account until payment is received. Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6.7 Payment Disputes

If you dispute any charges, you must notify us in writing within 30 days of the charge date. Disputes raised after this period will not be considered. Undisputed amounts remain due and payable.

6.8 Refund Policy

Fees are non-refundable except as required by law or as expressly stated in this Agreement. If you cancel or downgrade your plan during a billing period, you will not receive a refund or credit for the remaining period, but you may continue to access the Services until the end of that period.

7. Cancellation and Termination

7.1 Cancellation by You

You may cancel your Subscription at any time through your Account settings or by contacting us. Cancellation will take effect at the end of your current billing period. You remain responsible for all fees incurred through the end of that period.

7.2 Termination by Us

We may suspend or terminate your access to the Services immediately if:

• You breach any material term of this Agreement

• Your Account is delinquent on payment for more than 15 days

• Your use of the Services poses a security or legal risk

• You engage in abusive, fraudulent, or illegal activity

• We are required to do so by law or court order

• We discontinue the Services to all customers (with reasonable notice)

7.3 Effect of Termination

Upon termination or expiration of your Subscription:

• Your license to use the Services immediately terminates

• You must cease all use of the Services

• We may delete your Content within 30 days unless required to retain it by law

• You remain liable for all fees incurred through the termination date

• Sections of this Agreement that by their nature should survive will remain in effect

7.4 Data Export

Before cancellation or termination, you should export any Content you wish to retain. We are not obligated to provide access to your Content after termination, though we may provide a reasonable period for data retrieval at our discretion.

8. Your Content and Data

8.1 Your Ownership

You retain all ownership rights in your Content. We do not claim ownership of any Content you submit, upload, or transmit through the Services.

8.2 License to Us

You grant us a non-exclusive, worldwide, royalty-free license to access, store, process, and transmit your Content solely to provide and improve the Services. This license includes the right to make backup copies, perform technical modifications for compatibility, and display your Content to Agents within your Workspace.

8.3 Your Responsibilities

You are solely responsible for your Content and the consequences of sharing it through the Services. You represent and warrant that:

• You have all necessary rights, consents, and permissions to submit your Content

• Your Content does not infringe any third-party intellectual property or privacy rights

• Your Content complies with all applicable laws and regulations

• Your Content does not contain illegal, harmful, or offensive material

8.4 Content Standards

You may not use the Services to transmit, store, or process:

• Illegal content or content that promotes illegal activity

• Content that infringes third-party rights

• Spam, phishing attempts, or deceptive content

• Malware, viruses, or malicious code

• Hate speech, harassment, or threatening content

• Sensitive personal information requiring special protection (except as necessary for the Services)

8.5 Content Monitoring

We are not obligated to monitor Content but reserve the right to review Content to ensure compliance with this Agreement and applicable laws. We may remove or refuse to process Content that violates this Agreement or applicable law.

8.6 Backup Responsibility

While we implement backup procedures, you are responsible for maintaining your own backups of important Content. We are not liable for loss or corruption of your Content except as expressly provided in this Agreement.

9. Intellectual Property Rights

9.1 Our Rights

The Services, including all software, designs, text, graphics, interfaces, and trademarks, are owned by Kenzi and protected by intellectual property laws. Your use of the Services does not grant you any ownership interest in the Services or their underlying technology.

9.2 Trademarks

"Kenzi" and related logos and trademarks are our property. You may not use our trademarks without prior written permission, except that you may identify yourself as a Kenzi customer in a factual manner.

9.3 Feedback

If you provide suggestions, ideas, or feedback about the Services, we may use that feedback without any obligation to you. You grant us a perpetual, irrevocable, royalty-free license to implement and commercialize any feedback you provide.

9.4 Copyright Infringement

We respect intellectual property rights and expect our users to do the same. If you believe Content on our Services infringes your copyright, please notify us with a detailed description of the alleged infringement, identification of the copyrighted work, and your contact information.

10. Privacy and Data Protection

10.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Services, you consent to our privacy practices as described in the Privacy Policy.

10.2 Data Processing

When you use the Services to process Customer Data, you act as the data controller and we act as a data processor. You are responsible for complying with all applicable data protection laws regarding your collection and processing of Customer Data.

10.3 Data Security

We implement reasonable security measures to protect your data as described in our Privacy Policy. However, no system is completely secure, and we cannot guarantee absolute security of your data.

10.4 Compliance Obligations

If you are subject to data protection regulations (such as GDPR, CCPA, or similar laws), you are responsible for ensuring your use of the Services complies with those regulations. We provide tools to help you meet your obligations, but ultimate compliance responsibility rests with you.

11. Confidentiality

11.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential. Your Content and Account information are your Confidential Information. Our technical implementations and proprietary methodologies are our Confidential Information.

11.2 Protection Obligations

Each party agrees to: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information; (b) use Confidential Information only for purposes related to this Agreement; and (c) not disclose Confidential Information except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without confidentiality restrictions.

11.4 Required Disclosure

If required by law or court order to disclose Confidential Information, the receiving party will provide reasonable notice to allow the disclosing party to seek protective measures, unless such notice is prohibited by law.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party warrants that it has the legal authority to enter into this Agreement and that its performance will comply with applicable laws.

12.2 Service Availability

We will make commercially reasonable efforts to provide reliable access to the Services. However, we do not guarantee uninterrupted or error-free operation. Scheduled maintenance, updates, or unforeseen issues may cause temporary disruptions.

12.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

• The Services will meet your specific requirements

• The Services will be uninterrupted, timely, secure, or error-free

• The results obtained from using the Services will be accurate or reliable

• Any errors in the Services will be corrected

• Integrated Platforms will remain available or compatible

12.4 Beta Services Disclaimer

Beta features are provided for evaluation purposes without any warranties. We may discontinue beta features at any time without liability.

13. Indemnification

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Kenzi and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of this Agreement

• Your violation of applicable laws or regulations

• Your Content or the combination of your Content with other content

• Your use of Integrated Platforms

• Infringement or violation of third-party rights by your Content or use of Services

• Unauthorized access caused by your failure to secure your credentials

13.2 Our Indemnification

We will defend you against claims that the Services infringe a third party's intellectual property rights and will pay damages finally awarded against you or agreed in settlement, provided you: (a) promptly notify us in writing of the claim; (b) grant us control of the defense and settlement; and (c) reasonably cooperate in the defense.

13.3 Remedies for Infringement

If the Services are, or in our opinion are likely to be, subject to an infringement claim, we may at our option: (a) procure the right for you to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate this Agreement and refund prepaid fees for the unused portion of your Subscription.

13.4 Indemnification Exclusions

Our indemnification obligations do not apply to claims arising from: (a) your Content; (b) modification of the Services not made by us; (c) your use of the Services in combination with products or services we did not provide; (d) your use after we notify you to stop due to infringement; or (e) Integrated Platforms.

14. Limitation of Liability

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3 Essential Purpose

The limitations in this section apply even if any remedy fails of its essential purpose. These limitations reflect the allocation of risk between the parties and are fundamental elements of the basis of the bargain between us.

14.4 Exceptions

Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any liability that cannot be limited or excluded under applicable law.

15. General Provisions

15.1 Entire Agreement

This Agreement, including the Privacy Policy and any other policies incorporated by reference, constitutes the entire agreement between you and Kenzi regarding the Services and supersedes all prior agreements and understandings.

15.2 Amendments

We may modify this Agreement at any time by posting the updated terms on our website or notifying you via email. Material changes will be effective upon the start of your next Subscription period or 30 days after notice, whichever is sooner. Your continued use of the Services after changes become effective constitutes acceptance of the modified Agreement.

15.3 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

15.4 Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from this Agreement will be resolved in the state or federal courts located in Delaware, and you consent to the exclusive jurisdiction of those courts.

15.5 Dispute Resolution

Before filing any legal action, the parties agree to attempt to resolve disputes informally by contacting each other with a written description of the dispute. If the dispute cannot be resolved within 60 days, either party may pursue formal legal remedies.

15.6 Waiver

Our failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative.

15.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it will be severed from this Agreement. The remaining provisions will continue in full force and effect.

15.8 Force Majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures.

15.9 Export Compliance

The Services may be subject to export control laws and regulations. You agree to comply with all applicable export laws and not to export, re-export, or transfer the Services to prohibited countries, entities, or persons.

15.10 Marketing Rights

Unless you opt out in writing, you grant us permission to use your company name and logo in our customer lists, marketing materials, and promotional activities. We will not disclose any specifics about your use of the Services without your consent.

15.11 Notices

Notices under this Agreement must be in writing. We may provide notices to you via email to the address associated with your Account or through the Services. You may provide notices to us at the contact information provided on our website. Notices are deemed received when delivered.

15.12 Survival

Provisions that by their nature should survive termination will survive, including sections related to ownership, confidentiality, indemnification, limitation of liability, and general provisions.

15.13 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

15.14 U.S. Government Rights

If you are a U.S. government entity, the Services are "Commercial Items" as defined in FAR 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." Use, duplication, and disclosure are subject to the terms of this Agreement.

16. Contact Information

If you have questions about this Agreement, please contact us at:

Kenzi Legal Department
Email: legal@kenzi.chat