Terms of Service

I. Acceptance of Terms

By accessing, contracting, or using any of the services offered by Fazpi AI (hereinafter, "Fazpi AI" or the "Company"), you acknowledge that you have read, understood, and fully accepted the provisions contained in these Terms of Service (the "Agreement"), as well as all applicable laws and regulations. This Agreement constitutes a legally binding agreement between you (whether as an individual acting on your own behalf or as an authorized representative of a legal entity, hereinafter the "Customer" or "User") and Fazpi AI.

Acceptance of these terms may be manifested through: (i) subscription to any service plan, free or paid; (ii) creation of an account on our platform; (iii) active use of our services; or (iv) express confirmation through any electronic means enabled for such purpose. If you are acting on behalf of an organization, company, or entity, you represent and warrant that you have the legal authority necessary to bind such entity to compliance with this Agreement. If you do not have such authorization or do not agree with any of the established clauses, you must refrain from using Fazpi AI services.

II. The Service

II.I Service Description

Fazpi AI owns and provides a cloud-based artificial intelligence service that offers customer service, sales, and user engagement agents (the "Service"). Anything that the Customer (including Users) configures, customizes, uploads, or otherwise uses through the Service is considered a "User Submission." The Customer is solely responsible for all User Submissions contributed to the Service. Additional terms related to User Submissions, including ownership, are found in Section X.II below. The Service may include web widget URLs, templates, documentation, and other materials that help the Customer use the Service ("Fazpi AI Content"). Customers will not receive or have access to the underlying code or software of the Service (collectively, the "Software") nor will they receive a copy of the Software itself.

II.II Customer Subscription

Fazpi AI operates under a freemium model that offers both free and paid plans. In accordance with the terms of this Agreement, the Customer may register to access the Service by selecting the plan that best suits their needs. Each plan has specific features, limitations, and benefits that are described in detail on our website and service portal. The Customer has the right to use the Service during the contracted period or while maintaining their account active, as applicable to the selected plan. Access and use of the Service is intended exclusively for persons authorized by the Customer (the "Users") to operate within the framework of their organization.

II.III Fazpi AI Ownership

Fazpi AI is the exclusive owner of the Service, the Software, Fazpi AI Content, documentation, and any other elements provided by Fazpi AI to the Customer (collectively, the "Fazpi AI Materials"). Fazpi AI retains all rights, titles, and interests, including all intellectual property rights over the Fazpi AI Materials, all related and underlying technology, as well as any updates, improvements, modifications, or corrections thereof, including derivative works or modifications. Fazpi AI does not grant implicit licenses under this Agreement and reserves all rights not expressly granted to the Customer.

II.IV Permissions and Affiliates

The Service includes customizable settings that allow Users to grant permissions to other Users to perform various tasks within the Service ("Permissions"). It is the Customer's sole responsibility to establish and manage all Permissions, including determining which Users may establish such Permissions. Fazpi AI has no responsibility for permission management or permissions established by the Customer and its Users. The Customer may provide access to the Service to its affiliated companies ("Affiliates"), in which case all rights and obligations under this Agreement shall extend to such Affiliates. The Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and has the authority to negotiate this Agreement on their behalf. The Customer is also responsible for all payment obligations, regardless of whether use is by the Customer or its Affiliates. An "Affiliate" means any entity that controls, is controlled by, or is under common control with the Customer, where "control" means ownership of more than fifty percent (50%) of voting shares.

III. Restrictions

III.I Customer Responsibilities

The Customer is responsible for all activity on their account and that of their Users, except when such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure that its Users know and comply with the obligations and restrictions of this Agreement, being responsible for any breach by a User.

III.II Usage Restrictions

The Customer agrees not to, nor allow Users or third parties to: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to the Service or disrupt it; (g) use the Service to support competitive products; (h) test the vulnerability of the Service without authorization. If the Customer's use of the Service significantly harms Fazpi AI or the security of the Service, Fazpi AI may suspend access and will take reasonable measures to notify the Customer and resolve the issue.

III.III API Access Restrictions

Fazpi AI may provide access to APIs as part of the Service. Fazpi AI reserves the right to establish and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Fazpi AI may also suspend or terminate API access at any time.

IV. Third-Party Services

The Service may interact with third-party products, services, or applications that are not owned or controlled by Fazpi AI ("Third-Party Services"). Customers have the discretion to use these Third-Party Services in conjunction with our Service. If integration requires login information, Customers will be responsible for providing it solely for the purpose of enabling Fazpi AI to deliver the Service. Customers affirm that they have the authority to provide such information without violating any terms of Third-Party Services. Fazpi AI does not endorse any Third-Party Services and expressly disclaims all representations and warranties related to them. Customers must direct any claims directly to the providers of Third-Party Services. Use of Third-Party Services is at the Customer's own risk. Fazpi AI will not be responsible for any issues arising from the use of Third-Party Services.

V. Financial Terms

V.I Fees

Customers who select a paid plan must pay the corresponding fees as specified on the Fazpi AI platform ("Fees"). All Fees will be charged in the currency indicated or, if not specified, in US dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Fazpi AI reserves the right to modify its Fees or introduce new Fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised Fee.

V.II Payment Methods

Fazpi AI, either directly or through third-party payment processors, will bill the Customer for Fees using the payment information provided. Fazpi AI reserves the right to charge for any service provided, including recurring Fees. It is the Customer's responsibility to ensure that Fazpi AI has current and accurate payment information. Lack of accurate information may result in suspension of access to the Service. If the Customer authorizes recurring charges, these will be applied automatically until the Customer cancels or updates their payment method.

V.III Taxes

Fees do not include any tax, levy, or governmental assessment (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If Fazpi AI is required to collect Taxes, it will bill the Customer for such Taxes unless the Customer provides a valid exemption certificate. Fazpi AI is solely responsible for taxes based on its income, property, and employees.

V.IV Non-Payment

If a Customer fails to pay any Fee when due, Fazpi AI may suspend access to the Service until outstanding amounts are paid. If a Customer believes they have been incorrectly billed, they must contact Fazpi AI within sixty (60) days to request an adjustment. If it is determined that the billed amounts are correct, the Customer must pay within ten (10) days of Fazpi AI's decision.

VI. Term and Termination

VI.I Term and Renewals

Subscriptions begin on the specified start date and continue for the contracted period. Customers may opt not to renew their subscription by notifying Fazpi AI or modifying their account settings. This Agreement takes effect at the start of the subscription and remains in effect for the contracted period, including renewals. If a Customer cancels or decides not to renew their paid subscription, the account will automatically downgrade to a free plan with reduced features. If Fazpi AI or the Customer terminates this Agreement, or if the Customer deletes their account, access to the free plan will be revoked.

VI.II Termination for Breach

Either party may terminate this Agreement with written notice if the other party materially breaches and such breach is not remedied within thirty (30) days of notification. Fazpi AI may cancel access to a free plan at any time with prior notice.

VI.III Effects of Termination

If the Customer terminates due to Fazpi AI's breach, Fazpi AI will refund unused prepaid Fees. If Fazpi AI terminates due to Customer's breach, the Customer will pay unpaid Fees covering the remainder of the period. Upon termination, all rights and licenses will cease immediately and the Customer will lose access to the Service. Within thirty (30) days following termination, upon Customer's request, Fazpi AI will delete Customer information, including files and User Submissions. For Customers on free plans, Fazpi AI may retain information to facilitate continued use or delete it if the account remains inactive for more than one (1) year.

VII. Warranties and Disclaimers

VII.I Customer Warranties

Customers represent and warrant that all User Submissions comply with all applicable laws, rules, and regulations.

VII.II Warranty Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. FAZPI AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FAZPI AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

VIII. Limitation of Liability

FAZPI AI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, BUSINESS, GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FAZPI AI'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER FAZPI AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

IX. Confidentiality

IX.I Definition

Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may share business, technical, or financial information that is reasonably considered confidential ("Confidential Information"). For Fazpi AI, this includes non-public details about Service features and performance. For Customers, it includes User Information and User Submissions. This Agreement is considered Confidential Information of both parties. Confidential Information does not include information that: (a) is publicly available; (b) was known before disclosure; (c) is received from a third party without breaching any duty; or (d) was independently developed.

IX.II Protection and Use

The Receiving Party must: (a) protect Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level; (b) restrict access to personnel who need this information; (c) not disclose Confidential Information to third parties without prior written consent; and (d) use Confidential Information solely to fulfill obligations under this Agreement.

IX.III Compelled Disclosure

If required by law, the Receiving Party may disclose Confidential Information, provided it notifies the Disclosing Party in advance (when legally permitted) and offers reasonable assistance if the Disclosing Party wishes to challenge the disclosure.

IX.IV Feedback

Customers may offer feedback about the Service ("Feedback"). Fazpi AI may incorporate this Feedback into its services. Customers grant Fazpi AI a royalty-free, worldwide, perpetual, and irrevocable license to use, modify, and exploit any Feedback as Fazpi AI deems appropriate, without any obligation.

X. Data

X.I User Information

Customers and their Users must provide information such as names, email addresses, usernames, IP addresses, browsers, and operating systems ("User Information") to access the Service. Customers authorize Fazpi AI to store and process User Information as part of the Service. Customers warrant that they have the necessary rights to provide this information and are responsible for its security and any unauthorized use of their credentials.

X.II User Submissions

Customers grant Fazpi AI a transferable, non-exclusive, worldwide, and royalty-free license to use, process, and display User Submissions solely to provide the Service. Customers retain all rights over User Submissions, with no implied licenses under this Agreement.

X.III Service Data

Fazpi AI collects data about Service performance and operation ("Service Data"). When Service Data is aggregated and anonymized, without revealing personal information, Fazpi AI may use it freely. Fazpi AI owns all rights to aggregated Service Data but will not identify Customers or Users as its source.

X.IV Data Protection

Fazpi AI maintains reasonable security practices to protect Customer data. Customers are responsible for protecting their own systems and data. Fazpi AI processes all Customer data in accordance with applicable data protection laws.

XI. General Terms

XI.I Publicity

With the Customer's prior written consent, Fazpi AI may identify the Customer and use their name, logo, and trademarks on Fazpi AI's website and marketing materials.

XI.II Force Majeure

Fazpi AI shall not be liable for any failure or delay caused by events beyond its reasonable control, including infrastructure failures, strikes, riots, fires, natural disasters, wars, or governmental actions.

XI.III Service Modifications

Fazpi AI reserves the right to make modifications to the Service to improve Customer experience. Fazpi AI commits not to materially reduce core functionality. Fazpi AI may modify the terms of this Agreement with at least thirty (30) days' prior notice to Customers, posting changes prominently on its website.

XI.IV Relationship of Parties

This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between Fazpi AI and the Customer. Both parties are independent contractors.

XI.V Communications

Notices under this Agreement will be communicated by email. Notices to Fazpi AI should be directed to soporte@fazpi.com, while notices to Customers will be sent to the email addresses provided. Notices are deemed delivered the next business day after sending.

XI.VI Modifications and Waivers

No modification to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Delay in exercising any right will not be considered a waiver of that right.

XI.VII Severability

If a court determines that any provision is illegal or unenforceable, it will be modified to the minimum extent necessary, while the remaining provisions continue in full effect.

XI.VIII Assignment

Neither party may assign its rights or obligations without prior written consent of the other party, except that Fazpi AI may do so in cases of mergers, acquisitions, or asset sales. This Agreement binds the parties, their successors, and permitted assignees.

XI.IX Governing Law

This Agreement shall be governed by applicable laws, excluding conflict of laws principles. The parties agree to resolve disputes in competent courts and waive any right to a jury trial.

XI.X Entire Agreement

This Agreement constitutes the entire agreement between Fazpi AI and the Customer, replacing all prior discussions and agreements of any nature.

XII. Contact Information

If you have any questions about these Terms of Service, contact us at soporte@fazpi.com