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Terms of Service

WeChattAI.com (https://www.wechattai.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by iVon Digital LLC (“WeChattAI,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).

If you are using a WeChattAI Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.

This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and WeChattAI, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with WeChattAI concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.

1 DEFINITIONS.

1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).

1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.

1.4. “Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)

1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.

1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.

2 SERVICES.

2.1. Services. WeChattAI provides a proprietary multi-product platform that includes, without limitation, reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing, and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services WeChattAI may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form (“Subscription Documentation”), which references this Agreement and details the Services ordered from WeChattAI and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in WeChattAI’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). WeChattAI has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.

2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. WeChattAI has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.

2.3. Modification of the Services. WeChattAI reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. WeChattAI also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event WeChattAI makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).

2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.

3 USE RIGHTS; RESTRICTIONS.

3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, WeChattAI grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, WeChattAI’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. WeChattAI makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.

3.2. Account Registration. Client must register for a WeChattAI account to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that WeChattAI may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). WeChattAI will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by WeChattAI’s actions or omissions.

3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.

3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, WeChattAI may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify WeChattAI within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.

3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by WeChattAI from time to time, which includes WeChattAI’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.

3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the WeChattAI Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the WeChattAI Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by WeChattAI in writing; (c) use the WeChattAI Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the WeChattAI Technology (which is deemed WeChattAI’s Confidential Information); (e) modify or create a derivative work of the WeChattAI Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any WeChattAI Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to WeChattAI; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the WeChattAI Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the WeChattAI Technology, including in any reports or output obtained from the WeChattAI Technology.

3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, WeChattAI may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though WeChattAI may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH WECHATTAI WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. WeChattAI makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. WeChattAI may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, WeChattAI may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in WeChattAI’s sole discretion, without liability.

4 CLIENT DATA.

4.1. Ownership and License of Client Data. Client maintains full ownership and intellectual property rights over any text, images, or other content and data submitted to or selected for use with the Services (“Client Data”), including chat and message logs, Customer Data, Protected Health Information (PHI), or any Third-Party Content. In the case of Client being a Covered Entity or Business Associate under HIPAA, Client Data includes PHI. By utilizing the Services, Client grants WeChattAI a non-exclusive, worldwide, royalty-free license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data for the purpose of providing the Services, as outlined in this Agreement and WeChattAI’s Privacy Policy. WeChattAI is instructed to use and disclose Customer Data as required to deliver the Services and as outlined in the Privacy Policy.

4.2. Aggregate/Anonymous Data. WeChattAI is granted the right to generate usage data and aggregate anonymized Client Data (“Aggregate/Anonymous Data”). This Aggregate/Anonymous Data, considered WeChattAI Technology, may be used by WeChattAI for various business purposes, including product and service improvement and the creation of reports. WeChattAI commits not to distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, complying with applicable Laws. If a Business Associate Agreement (BAA) is in place, WeChattAI will adhere to the terms of such agreement regarding Aggregate/Anonymous Data.

4.3. Monitoring. WeChattAI may monitor and analyze Client Data or Customer Data to enhance the Services, customize user experiences, and ensure compliance with the Acceptable Use Policy. This may involve the use of technologies such as session replay services, transcription services, cookies, pixels, or other tracking technologies. Additionally, third-party platforms or Third-Party Providers chosen by the Client may also monitor and analyze relevant data to enhance their respective services.

4.4. Security. WeChattAI agrees to implement physical, technical, and organizational measures to safeguard its systems from unauthorized access, use, or disclosure of Client Data. If the Client is a Covered Entity or Business Associate under HIPAA, both parties agree to adhere to the terms of WeChattAI’s Business Associate Agreement (BAA) for the secure handling of Protected Health Information (PHI).

4.5. Storage. WeChattAI does not offer archiving services and may delete Client Data no longer in active use during the Subscription Term. Post-termination, WeChattAI may delete all Client Data in its possession, except as required by any existing BAA. WeChattAI disclaims obligations beyond its specified security measures in this Section 4.5.

4.6. Privacy and Data Processing. The Privacy Policy governs the collection and use of information provided to WeChattAI during the use of the Services. Through using the Services, the Client consents to the collection and use of information as outlined in the Privacy Policy. If applicable, the Data Processing Addendum (DPA) governs WeChattAI’s processing of Covered Data as Client’s Processor or Service Provider under this Agreement.

5 CLIENT OBLIGATIONS.

5.1. Compliance Warranty. Client commits to using the Services in strict compliance with all Laws, this Agreement, and the Acceptable Use Policy, ensuring that its usage does not cause WeChattAI to violate any legal obligations. Client further warrants that it has legal rights to provide Client Data, and such data does not infringe upon third-party rights.

5.2. Consent and Intended Use. The Services are intended for communication with Clients’ own current, consented Customers. Client must provide necessary disclosures, obtain consents, and follow all applicable Laws, industry best practices, and the terms of this Agreement. If using the Services for marketing, Client must clearly designate such messages as “Marketing” within the Service. WeChattAI reserves the right to suspend or terminate access to the Services if it believes, at its sole discretion, that Client has breached this Section 5.

6. AVAILABILITY OF SERVICES; SUPPORT.

6.1. Service Availability. The Services will be accessible through the Website for 99.0% of the Subscription Term, subject to the conditions outlined in this Agreement and scheduled maintenance. Unavailability due to specific circumstances, such as Client’s actions or omissions, facility, hardware, software, or network failures, or force majeure events beyond WeChattAI’s control, is exempted. In the event of a failure to meet the specified availability, Client’s exclusive remedy is support, as detailed in Section 6.2.

6.2. Customer Support. WeChattAI provides web-based support accessible through the Website. Additional support services, subject to applicable fees, are available to Client as outlined in the Subscription Documentation. Support services are governed by this Agreement and WeChattAI’s support policies, if any. Client is responsible for account setup and onboarding, with WeChattAI offering onboarding, deployment, and related services. The scope, pricing, and terms for additional services are detailed in the Subscription Documentation. Timely cooperation and accurate information from Client are essential for WeChattAI to deliver effective Services.

7. FEES AND PAYMENT.

7.1. Subscription Fees. The Services are provided on a per-license, subscription basis, with recurring payments for periodic charges, as specified in the Subscription Documentation. Client agrees to pay Subscription Fees, additional fees, and any applicable charges within thirty (30) days of the invoice date, unless otherwise specified.

7.2. Payment Terms. Unless stated otherwise, Subscription Fees are paid annually in advance. All currency references are in U.S. dollars, and payments are to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly provided in Sections 2.3 and 8.3. For credit card, ACH, or direct debit payments, WeChattAI is authorized to charge Fees automatically on a recurring basis.

7.3. Taxes and Industry Fees. WeChattAI’s Fees exclude taxes, regulatory fees, or levies, which are payable by Client. Industry-related fees or surcharges may apply, and WeChattAI will specify these separately on invoices when required by law.

7.4. Fee Increase. WeChattAI reserves the right to determine Fees. While reasonable efforts are made to update fee information on the Website, Clients should check periodically. WeChattAI may increase Fees upon forty-five (45) days’ notice. Promotional offers or different Fees may be available, but unless specified in writing in the Subscription Documentation, they do not apply.

8. TERM AND TERMINATION.

8.1. Agreement Term. This Agreement remains effective until the Subscription Term expires or is terminated. The initial Subscription Term is twelve (12) months, automatically renewing unless a one-month written notice of non-renewal is given before the current term ends. Client agrees to pay fees for the entire Subscription Term, and additional Services align with the latest Subscription Term.

8.2. Service Suspension. WeChattAI may suspend access if Client’s account is overdue or Scope of Use limits are exceeded. Suspension may also occur for breaches or to prevent harm. Client remains responsible for payment during suspension, except for non-fault-related suspension lasting over five (5) days.

8.3. Termination for Cause. Either party may terminate for material breach within thirty (30) days of written notice. Termination is immediate for bankruptcy, cessation of operations, or breach of specific sections. Client is responsible for Fees for the entire Subscription Term if Client terminates during the term without cause.

8.4. Effect of Termination. Upon termination, Client must cease use and delete WeChattAI materials. Access to Client Data ceases, and WeChattAI may delete such data, subject to a BAA or legal obligations. Outstanding payments for the Subscription Term become due if WeChattAI terminated for cause.

8.5. Survival. Specific sections survive termination, including Definitions, Use Rights, Client Data, Fees and Payment, Term and Termination, Confidential Information, WeChattAI Technology, Third-Party Providers, Indemnification, Disclaimers, Limitations of Liability, Dispute Resolution, and General.

9. CONFIDENTIAL INFORMATION.

9.1. Confidentiality Obligation. Unless expressly permitted otherwise in this Agreement, each party (the receiving party) undertakes to: (a) maintain strict confidentiality and refrain from disclosing the other party’s Confidential Information to third parties; and (b) utilize the other party’s Confidential Information solely for the purpose of fulfilling obligations and exercising rights under this Agreement. The receiving party may share the disclosing party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users with a legitimate need to know (including the subcontractors specified in Section 16.6), ensuring such recipients adhere to confidentiality obligations no less protective than those outlined in this Section.

9.2. Exclusions. Confidentiality obligations do not extend to information that: (a) becomes public knowledge through no fault of the receiving party; (b) was already known to the receiving party prior to receiving the Confidential Information; (c) is acquired rightfully from a third party without violating any confidentiality obligations; or (d) is independently developed by the receiving party without utilizing the disclosing party’s Confidential Information. A party may disclose the other party’s Confidential Information to comply with law, subpoenas, or court orders, provided it makes commercially reasonable efforts to inform the other party (where permitted) and cooperates in securing confidential treatment for the information.

9.3. Remedies. Recognizing the potential harm caused by disclosure of Confidential Information, each party is entitled to seek equitable relief in addition to any available legal remedies for breaches of this Section, acknowledging that damages alone may be an insufficient remedy.

10. WeChattAI TECHNOLOGY.

10.1. Ownership and Updates. Client acknowledges that it acquires a limited right to use the Services, and no ownership rights are transferred under this Agreement. Despite the use of terms like “purchase” or “sale,” WeChattAI (or its suppliers) retains exclusive rights, title, and interest, including intellectual property rights, in all Services, products, documentation, software, technology, code, logos, trademarks, and any updates, modifications, or derivative works (“WeChattAI Technology”). WeChattAI reserves the right to make updates, bug fixes, modifications, or improvements to the Services and exclusively owns anonymized or aggregated data generated from Service use.

10.2. Suggestions. If Client provides Suggestions to WeChattAI, it grants WeChattAI a worldwide, perpetual, non-revocable license to use, copy, disclose, license, distribute, and exploit such Suggestions without obligation, payment, or restriction based on intellectual property rights. WeChattAI retains the right to independently use, develop, evaluate, or market products, incorporating Suggestions or otherwise.

11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.

WeChattAI may engage third parties to facilitate certain Service features (as detailed in Section 16.6) and may enable Clients to engage with Third-Party Providers offering products or services not included in the Services (“Third-Party Products”). When Clients use Third-Party Providers or Third-Party Products, separate terms with such entities may apply. WeChattAI is not a party to these terms, disclaims liability, and does not warrant or support Third-Party Providers, Third-Party Products, or Third-Party Content. WeChattAI disclaims responsibility for actions or omissions of Third-Party Providers and is not liable for Client Data once removed from the Services.

12. INDEMNIFICATION.

12.1. Client’s Indemnification. Client agrees to indemnify and hold harmless WeChattAI Entities from third-party claims, including costs, damages, liabilities, and expenses, arising from: (a) unauthorized or misuse of the Services by Client; (b) Client’s violation of applicable laws or third-party rights; (c) disputes between Client and third parties; (d) issues with Payment Service Provider(s); (e) Client Data; (f) WeChattAI’s use of information provided by Client; (g) breach of this Agreement, including warranties; or (h) any breach of Client’s obligations under the BAA. Client will defend WeChattAI Entities against such claims at WeChattAI’s request.

12.2. WeChattAI’s Indemnification. WeChattAI will indemnify and hold Client harmless from third-party claims arising from: (a) WeChattAI’s gross negligence or willful misconduct; or (b) infringement, misappropriation, or violation of a third party’s intellectual property rights. WeChattAI will defend Client against such claims at Client’s request.

12.3. Exclusions to WeChattAI’s Indemnification. WeChattAI is not obligated to indemnify Client if the infringement arises from: (a) modification of the Services by Client or others in violation of obligations; (b) inconsistent use of the Services; or (c) use of the Services in conjunction with non-WeChattAI applications, products, or services not provided by WeChattAI if such claims wouldn’t occur without this combination.

13. DISCLAIMERS.

13.1. WeChattAI TECHNOLOGY AND SERVICES.
WeChattAI Technology and related services, materials, and content offered through the WeChattAI Technology are provided “as is” and “as available.” WeChattAI and its suppliers do not make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or non-infringement. WeChattAI does not guarantee that the WeChattAI Technology will meet client requirements, ensure the accuracy, completeness, or preservation of client data, or provide secure, timely, uninterrupted, or error-free services. WeChattAI disclaims responsibility or liability for client properties, third-party providers, third-party products, third-party content, non-WeChattAI services, the collection, use, and disclosure of client data authorized by this agreement, or decisions/actions taken by the client based on WeChattAI Technology or related services. These disclaimers apply to the maximum extent not prohibited by applicable law.

13.2. NO ADDITIONAL WARRANTIES.
No advice or information, whether oral or written, obtained from WeChattAI entities or any materials or content available through the services, will create any warranty regarding WeChattAI entities or the services not expressly stated in these terms. WeChattAI does not provide legal advice on data privacy or compliance with relevant laws, and any statements made by WeChattAI do not constitute legal advice. Use of the services does not guarantee compliance with applicable laws in any jurisdiction.

13.3. APPLICABILITY IN AUSTRALIA.
For clients located in Australia, the disclaimers in this section 13 do not exclude, restrict, or modify the application of any provision of the Australian Consumer Law (ACL). The limitations mentioned in section 13.2 above do not apply to the extent the client is entitled to a right to rely under applicable law.

14. LIMITATIONS OF LIABILITY.

14.1. GENERAL LIMITATION OF LIABILITY.
To the maximum extent not prohibited by applicable law, WeChattAI and its suppliers will not be liable for any loss of use, lost or inaccurate data, business interruption, lost profits, costs of delay, or any indirect, special, incidental, cover, reliance, or consequential damages, even if informed in advance of the possibility of such damages. WeChattAI’s and its suppliers’ total liability will not exceed the amount paid by the client to WeChattAI for the applicable service(s) or related service(s) in the twelve (12) months preceding the claim. For free access subscriptions or beta releases, WeChattAI’s total liability will not exceed fifty U.S. dollars ($50.00 US). None of the limitations in this section 14 excludes liability for fraud, or for death or personal injury to the extent caused by negligence. Additionally, laws in some jurisdictions may not allow some limitations of liability in this section. If any of these laws applies to this agreement, this section 14 will apply to the maximum extent not prohibited by such law. This section 14 will survive and apply to any claims arising out of or related to this agreement, any WeChattAI Technology, or any related services.

14.2. APPLICABILITY IN AUSTRALIA.
To the extent that liability cannot be excluded under this section 14 and where the ACL applies, WeChattAI’s liability is limited, at its option, to (a) replacing the product or supplying an equivalent product, (b) repairing the product, (c) paying the cost of replacing the product or acquiring an equivalent product, or (d) paying the cost of having the product repaired.

15. DISPUTE RESOLUTION.

If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute, referred to herein as “Claim(s),” as follows:

15.1. Mediation.
The parties agree to participate in mediation to settle their Claims following the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act or “UUMA”). For clients located in Australia, the mediation will adhere to the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”) and this Agreement. In case of conflicting provisions between UUMA (or the Rules) and this Agreement, the provisions in this Agreement will prevail.

15.2. Judicial Action.
If the parties cannot resolve the Claim through mandatory mediation or if one party refuses to participate, they may file a judicial action subsequently.

15.3. Disputes Not Subject to Mediation.
The following claims or actions are not subject to mandatory mediation provisions in Section 15:

16. GENERAL.

16.1. Assignment.
This Agreement binds and inures to each party’s permitted successors and assigns. Assignment of rights or obligations under this Agreement requires written consent from the other party, except for WeChattAI’s assignment to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer, which may be done without consent. Unauthorized attempts to transfer or assign this Agreement are null and void.

16.2. Notices.
All notices to WeChattAI must be in writing. Client’s notices to WeChattAI, including breach notices, should be sent to WeChattAI Headquarters or via email to legal@wechattai.com. WeChattAI may send notices to the email addresses on the Client’s account or, at WeChattAI’s option, to the last-known postal address. Electronic notices are accepted, and the parties consent to such notices satisfying legal communication requirements.

16.3. Publicity.
Unless specified otherwise in Subscription Documentation, WeChattAI may use the client’s name, logo, and marks to identify the client as a WeChattAI client on WeChattAI’s website and marketing materials.

16.4. WeChattAI Communication.
The client agrees that WeChattAI may send emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology. The client may opt out, and updating contact information is the client’s responsibility.

16.5. Referral Programs.
WeChattAI may offer referral programs, subject to this Agreement and WeChattAI Referral Program Terms. Participation is voluntary, and WeChattAI may modify or terminate programs at its discretion.

16.6. Subcontractors.
WeChattAI may use subcontractors to provide Services under this Agreement. WeChattAI remains responsible for obligations, regardless of subcontracting.

16.7. Subpoenas.
WeChattAI may disclose Client Data as required by law, subpoenas, or court orders, with reasonable efforts to notify the client where permitted.

16.8. Independent Contractors.
Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.

16.9. Force Majeure.
Neither party is liable for delay or failure to perform obligations (excluding payment) due to causes beyond reasonable control.

16.10. Amendments; Waivers.
WeChattAI may update Terms by giving notice or posting on the Website. Material modifications are effective upon acceptance or next Subscription Term. Immaterial modifications are effective upon posting or notification.

16.11. Headings.
Headings are for reference. Parties acknowledge reading and understanding all text in this Agreement.

16.12. Severability.
If any provision is unenforceable, it will be limited to the minimum extent to maintain the Agreement’s effect, and all other provisions remain.

16.13. No Third-Party Rights.
No third party has the right to enforce any provision. Client’s affiliates must agree to these Terms individually for Services use.

16.14. Attorneys’ Fees.
The substantially prevailing party in an action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

16.15. Entire Agreement.
This Agreement, including Terms and Subscription Documentation, is the parties’ complete understanding, superseding prior communications. UN Convention on Contracts for Sale of Goods and UCITA do not apply. Client-provided terms are administrative only.

16.16. Counterparts; Electronic Transmission.
This Agreement may be executed in counterparts or by facsimile or electronic transmission, each constituting an original.

16.17. Governing Law; Jurisdiction and Venue.
This Agreement is governed by Utah laws. Exclusive jurisdiction is in Utah state courts or the U.S. District Court for the District of Utah. For Australia clients, Victoria laws apply, and disputes are subject to the courts of Victoria.

16.18. Notice to California Residents.
California residents may contact the California Department of Consumer Affairs for complaints under California Civil Code Section 1789.3.

16.19. Notice Regarding Apple.
This applies if using WeChattAI’s mobile app on iOS. Terms are between the client and WeChattAI, not Apple. Apple is not responsible, and Apple’s terms apply. Apple is a third-party beneficiary, and you represent you comply with Apple requirements.

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