Introductory provisions
Effective date: 30.06.2026
These Terms of Use (the “Terms”) govern your access to and use of VivoChat, including our website (vivochat.ai), web application, widgets, APIs, AI-agents, marketplace, integrations, software, tools, features, documentation and related services collectively referred to as the “Service”.
The Service is operated by IT Box L.L.C-FZ, a company registered in Dubai, United Arab Emirates, under Registration No. 2645732 and Business License Number 2645732.01 (“VivoChat”, “Company”, “we”, “us” or “our”).
By accessing or using the Service, creating an account, installing a widget, connecting an integration, using an AI-agent, accessing the marketplace or otherwise interacting with VivoChat, you agree to be bound by these Terms.
If you do not agree to these Terms, you must not access or use the Service.
1. The Service
VivoChat is a platform for managing customer communications through website chat, email, social media channels and other communication channels using AI-agents and related automation tools.The Service may allow companies, individual entrepreneurs and private users to centralize, manage and respond to customer inquiries from different communication channels through a single interface.
The Service may include, among other things:
website live-chat functionality;
receipt and management of inquiries by email;receipt and management of inquiries through WhatsApp,
Instagram, Telegram and other channels, where available;
creation, configuration and use of AI-agents;
analytics relating to customer inquiries;
Shopify App integration;
API tools, including widget management through a Widget API;
webhooks for customer verification and inquiry processing;
access to AI-agents from the VivoChat AI-agent marketplace;
placement of AI-agents created by users on the VivoChat AI-agent marketplace;other tools, features, integrations and services made available by VivoChat from time to time.Some features may not be available at launch or may be available only to certain users, in certain jurisdictions, on certain plans or subject to technical, legal or operational limitations.
VivoChat may add, modify, suspend, restrict, replace or discontinue any part of the Service at any time without requiring prior consent from users.
2. Eligibility
The Service may be used by legal entities, individual entrepreneurs and individuals.You must be at least 18 years old to use the Service.If you use the Service on behalf of a company, organization or other legal entity, you represent and warrant that you have full authority to accept these Terms on behalf of that entity. In that case, references to “you” and “user” include both you personally and the entity on whose behalf you use the Service.
3. Account Registration and Security
You may be required to create an account to access certain parts of the Service.
You agree to provide accurate, complete and up-to-date information when creating and maintaining your account.
You are solely responsible for maintaining the confidentiality of your login credentials, API keys, access tokens and account access rights.
You are also solely responsible for all activity occurring under your account, including activity performed by your employees, contractors, representatives, agents, integrations, AI-agents, marketplace AI-agents and any other person or system using your account or credentials.
All actions, communications, configurations, API calls, AI-agent activity, integrations and other use of the Service traceable to your account, login credentials, API keys or authorized users shall be deemed to have been performed by you and shall be legally binding on you.
You must immediately notify VivoChat if you suspect unauthorized access to your account or any security incident involving the Service.
VivoChat is not responsible for any loss or damage arising from your failure to secure your account, credentials, API keys, integrations, devices or internal systems.
4. Current Free Use and Future Paid Plans
At the time of adoption of these Terms, the Service may be provided free of charge.
VivoChat reserves the right to introduce paid plans, paid features, usage limits, subscription fees, marketplace fees, API fees or other charges in the future.
If VivoChat introduces paid plans or materially changes payment terms applicable to your use of the Service, VivoChat will provide notice at least 30 calendar days before such changes take effect, unless a shorter notice period is required due to legal, technical, security or operational reasons.
If you do not agree to the applicable fees or payment terms, you must stop using the relevant paid features before the fees become effective.
Continued use of the Service after the effective date of paid plans or new payment terms constitutes acceptance of such fees and payment terms.
5. Fees, Cancellations, Downgrades and Refunds
If paid plans, paid features or paid services are introduced, you agree to pay all applicable fees, charges, taxes and other amounts according to the payment terms made available by VivoChat.
Unless required by applicable law or expressly agreed in writing by VivoChat, all fees are non-refundable.
If you cancel, downgrade, fail to renew or fail to pay for a paid plan, you may lose access to certain features, capacity, data, configurations, integrations, AI-agents, marketplace AI-agents, history or other Service functionality.VivoChat shall not be liable for any loss, deletion, unavailability, limitation or degradation of data, features, capacity, configurations, integrations or AI-agents arising from cancellation, downgrade, non-payment, failed payment or failure to renew.
6. AI-Agents
The Service may allow users to create, configure, deploy, use and manage AI-agents.
AI-agents may automatically respond to customer inquiries without human involvement, use data from knowledge bases, documents, websites, user instructions and connected systems, perform actions through integrations configured by users, trigger automated workflows and processes on behalf of users, generate, summarize, classify or process content, and perform other AI-assisted functions made available through the Service.
You are solely responsible for deciding whether, how and for what purposes to use AI-agents.You are also solely responsible for properly configuring, monitoring, testing and controlling the behavior of AI-agents, including in relation to customer communications, legal compliance, consumer protection, data protection, advertising rules, industry-specific obligations, regulated services and contractual obligations.
7. Third-Party AI Models
AI-agents may use large language models, AI systems, APIs, software and infrastructure provided by third-party providers.
Such third-party AI providers may include, without limitation, OpenAI / ChatGPT / GPT models, Anthropic / Claude, Google / Gemini, DeepSeek, xAI / Grok and other AI model providers, infrastructure providers and technology vendors.
VivoChat may change, replace, add or remove AI model providers at any time.
You understand and agree that AI-generated responses are produced probabilistically and may be incorrect, incomplete, misleading, outdated or unsuitable for your intended purpose.
AI-agents may make factual errors, provide inaccurate information, provide incomplete information, generate non-existent facts, references, sources or statements, misunderstand the user’s intent, provide responses that are inappropriate for a particular legal, financial, medical, technical, commercial or regulatory context, fail to perform a requested action correctly, or generate content that requires human review.
VivoChat may provide tools intended to reduce the likelihood of errors, such as configuration settings, knowledge-base tools, limits, prompts, rules, integrations and monitoring features. However, VivoChat does not guarantee the accuracy, completeness, reliability, legality, quality, suitability or safety of AI-generated content or AI-agent behavior.
8. User Responsibility for AI Output and Communications
You are solely responsible for configuring AI-agents, choosing AI-agent settings and instructions, providing and maintaining knowledge-base materials, connecting integrations and external systems, monitoring AI-agent behavior, reviewing AI-generated responses, correcting inaccurate, misleading or inappropriate responses, deciding whether human approval is required before an AI-agent responds to an end user, ensuring that AI-agent use complies with all applicable laws and regulations, and all consequences arising from the use of AI-generated content.
You are solely responsible for all messages, responses, communications and content sent, generated, transmitted or made available through your account, including messages sent by your employees, representatives, integrations, AI-agents or marketplace AI-agents.
VivoChat does not control, review or approve the content generated by AI-agents in the ordinary course of providing the Service.You accept all risks associated with the use of AI-agents and AI-generated content.
You must not rely on AI-generated content as a substitute for professional advice, including legal, financial, medical, tax, compliance, security or other expert advice.
9. AI-Agent Marketplace
VivoChat may provide a marketplace where users or third-party developers may publish, list, distribute, sell, license, share or make available AI-agents for use by other users.
Unless expressly stated otherwise, VivoChat provides only a technical platform for the publication and distribution of marketplace AI-agents.
VivoChat does not guarantee, verify, endorse or assume responsibility for the quality, safety, security, legality, performance, availability, suitability, accuracy, compliance or results of marketplace AI-agents.
VivoChat shall not be responsible for any loss, damage, claim or liability arising from the use of marketplace AI-agents.
If you choose to use an AI-agent from the marketplace, you do so at your own risk.
The user who decides to use a marketplace AI-agent remains responsible for reviewing, testing, configuring and monitoring that AI-agent and for all consequences of its use.
VivoChat may remove, suspend, restrict, delist or disable any marketplace AI-agent at any time, with or without notice, including if VivoChat believes that the AI-agent may violate these Terms, applicable law, third-party rights, platform rules, security requirements or VivoChat’s business interests.
10. User Content and Customer Data
The Service may process data, content and information submitted, uploaded, transmitted, received, generated or made available by you, your customers, your end users, your employees, your representatives, your integrations or connected third-party services.
Such data may include names, email addresses, phone numbers, chat history, messages, files and attachments, addresses, social media contact details, customer support inquiries, data received through connected communication channels, data received through integrations, including Shopify or similar applications, and other information transmitted through the Service.
As between you and VivoChat, you are responsible for ensuring that you have all necessary rights, permissions, consents, notices and legal grounds to collect, upload, transmit, process and use such data through the Service.
You represent and warrant that your use of the Service and your submission of any data to the Service does not violate applicable law, third-party rights, privacy rights, data protection law, confidentiality obligations or contractual restrictions.
11. Privacy Policy and Data Processing Addendum
The processing of personal data in connection with the Service is further described in VivoChat’s Privacy Policy.
The Privacy Policy forms part of the overall legal framework applicable to the Service but is separate from these Terms.
Depending on your location, the location of your end users and the nature of the personal data processed through the Service, additional privacy notices or jurisdiction-specific disclosures may apply, including notices for California residents or other applicable privacy regimes.
If you are established in the European Economic Area, the United Kingdom or Switzerland, offer goods or services to individuals in those jurisdictions, monitor individuals in those jurisdictions or are otherwise subject to applicable data protection laws, your use of the Service may also be subject to VivoChat’s Data Processing Addendum, which shall govern the processing of personal data by VivoChat on your behalf.
You are responsible for ensuring that your own privacy notices, customer communications, consent mechanisms and data processing practices comply with applicable law.
12. Use of Data for AI Training
VivoChat does not use customer data or end-user data to train VivoChat’s own AI models.
However, AI-agents may rely on third-party AI model providers, APIs and infrastructure. Such providers may process data in accordance with their own terms, policies, technical settings and applicable data processing arrangements.
You are responsible for determining whether the use of any AI model provider, integration or connected service is appropriate for your business, your customers, your jurisdiction and your legal obligations.
13. Data Storage and Processing Locations
Data may be stored and processed using mixed infrastructure, including different data centers, cloud providers, hosting providers, AI providers, integration providers and other service providers.
Data may be stored and processed in the United Arab Emirates, the United States, the European Economic Area and/or other jurisdictions where VivoChat or its service providers maintain infrastructure.
The exact location of data storage and processing may vary depending on hosting providers, integrations, customer configuration, operational requirements, security requirements, legal requirements and service availability.
You acknowledge that use of the Service may involve cross-border transfer, storage and processing of data.
14. Data Deletion
You may request deletion of your account or personal data by contacting VivoChat at: privacy@vivochat.ai.
VivoChat may require verification of your identity and account ownership before processing a deletion request.
After deletion of an account, account data may be permanently deleted, chat history may be permanently deleted, export of data after deletion may not be available, and recovery of deleted data is not guaranteed and is generally not possible.
VivoChat may retain certain information where required or permitted by applicable law, including for legal compliance, tax, accounting, security, fraud prevention, sanctions compliance, dispute resolution, enforcement of these Terms or protection of VivoChat’s rights.
Deletion of data from active systems may not immediately delete residual copies from backups, logs, security archives or disaster recovery systems. Such residual copies may be deleted or overwritten in accordance with VivoChat’s ordinary backup and retention practices.
15. Backups and Data Preservation
You are solely responsible for backing up, exporting and preserving your own data.
VivoChat does not guarantee that any data will always be available, recoverable, complete, accurate or preserved.
VivoChat is not responsible for loss, corruption, deletion or unavailability of data caused by technical failures, user error, actions or omissions of your employees, contractors or representatives, third-party services, infrastructure failures, AI provider errors, integration errors, security incidents, account suspension or termination, force majeure or other events outside VivoChat’s reasonable control.
16. Third-Party Services and Integrations
The Service may interact with or depend on third-party services, platforms, software, APIs and infrastructure.
Such third-party services may include, without limitation, OpenAI, Anthropic, Google Gemini, DeepSeek, xAI / Grok, Shopify, Meta, WhatsApp, Instagram, Telegram, email providers, hosting providers, cloud infrastructure providers, analytics providers, payment providers, if paid plans are introduced, and other third-party services.
VivoChat is not responsible for unavailability of third-party services, errors, delays, bugs, restrictions or outages of third-party services, changes to third-party terms, policies, prices or technical requirements, restrictions imposed by third-party services, loss of data caused by third-party services, suspension or termination of third-party services, security incidents involving third-party services, or performance or non-performance of third-party integrations.
Your use of third-party services may be subject to separate terms, policies and fees imposed by those third parties.
VivoChat does not control and is not responsible for third-party services.
17. Message Delivery and Transmission
VivoChat may transmit messages through third-party communication channels, networks, platforms and providers, including email providers, social media platforms, messaging applications, telecommunications providers, internet service providers, hosting providers and other communication infrastructure providers.
VivoChat can only influence message delivery within the technical and operational limitations of such third-party providers.
VivoChat does not guarantee that any message, notification, AI-agent response or communication will be delivered successfully, promptly, completely, accurately or without error.
VivoChat shall not be liable for any delay, failure, non-delivery, alteration, duplication, interception, blocking, filtering, spam classification, account restriction, platform limitation or other issue affecting messages or communications transmitted through the Service or through third-party providers.
18. Marketing Communications and End-User Consents
If you use the Service for marketing, promotional, sales, direct messaging, mass communication or similar communications, you are solely responsible for obtaining all required consents and providing all required opt-out, unsubscribe, objection and withdrawal mechanisms to end users.
You must not use the Service to send marketing, promotional or similar communications without all notices, consents and legal bases required under applicable law.
You are solely responsible for complying with all applicable advertising, consumer protection, electronic communications, anti-spam, privacy and data protection laws.
19. Acceptable Use
You must use the Service only in compliance with these Terms and all applicable laws and regulations.
You must not use the Service to send spam, conduct fraudulent activity, engage in illegal activity, distribute unlawful, harmful or misleading content, violate sanctions laws or export control laws, conduct mass messaging without required consent, impersonate any person or entity, mislead customers or end users, infringe intellectual property rights, violate privacy or data protection laws, collect sensitive data unlawfully, distribute malware, viruses, harmful code or unauthorized scripts, interfere with the operation, security or integrity of the Service, reverse engineer, decompile or attempt to extract source code except where prohibited by applicable law, overload, scrape, crawl or abuse the Service, bypass technical restrictions or security measures, use the Service in a way that may harm VivoChat, other users, end users, third parties or the reputation of the Service, use AI-agents to generate unlawful, harmful, deceptive or abusive content, or use the Service for any purpose prohibited by applicable law or by VivoChat.
You must not use the Service to harass, threaten, abuse, discriminate against, embarrass, intimidate or cause distress to any person, or to generate, send or distribute hate speech, discriminatory content or content that violates fundamental rights of any person.
You must not sell, resell, lease, sublicense, distribute, provide, outsource or otherwise make the Service available to third parties as a standalone product or service without VivoChat’s prior written consent.You must not access or use the Service to build, train, improve or benchmark a competing product or service, except with VivoChat’s prior written consent.
VivoChat may investigate suspected violations of this section but is not obligated to do so.
20. Widget, Code and Branding Restrictions
If VivoChat provides widgets, scripts, code snippets, chat pages, embedded components or similar tools, you must use them only as permitted by VivoChat and only in accordance with applicable documentation and these Terms.
You must not modify, alter, hide, remove or interfere with the VivoChat widget, code, script, branding, notices, attribution, links or visual elements except through customization options expressly made available by VivoChat.
You must not remove or alter VivoChat logos, trademarks or branding from widgets, chat pages or other Service components unless your plan expressly permits white-label or branding removal features or VivoChat otherwise agrees in writing.
You are solely responsible for installing, configuring and maintaining any widget, code, script or integration on your website, application or system.
21. Suspension, Restriction and Termination of Access
VivoChat may suspend, restrict, limit, block, disable or terminate your access to the Service at any time if VivoChat determines that such action is necessary or appropriate.
VivoChat may take such action with or without reason, including where VivoChat believes that you have violated these Terms, your use of the Service creates legal, regulatory, security, technical, reputational or commercial risk, you are using the Service for spam, fraud, abuse or illegal activity, your account is connected to sanctions risk, your account or use of the Service may harm VivoChat, other users, end users or third parties, your use of the Service may violate third-party rights, your use of the Service may interfere with the operation or security of the Service, or continued provision of the Service is no longer commercially, legally or technically appropriate.Where reasonably practicable, VivoChat may provide at least seven calendar days’ prior notice before restricting or terminating access.However, VivoChat may act immediately and without prior notice in cases involving suspected fraud, abuse, spam, unlawful activity, sanctions risk, security risk, violation of these Terms, potential harm to VivoChat or third parties, or where immediate action is required by law, third-party provider requirements or operational necessity.
VivoChat is not required to disclose the reasons, internal risk assessment, investigation details or evidence supporting a suspension, restriction or termination decision.
VivoChat will not be liable for any loss, damage, claim, business interruption, loss of data, loss of customers, loss of revenue or other consequences arising from suspension, restriction or termination of access.
22. Sanctions and Export Compliance
You must not use the Service if you are prohibited from doing so under applicable sanctions laws, export control laws or trade restrictions.
By accessing or using the Service, you represent and warrant that you are not subject to sanctions, are not listed on any applicable sanctions list, are not owned or controlled by any sanctioned person or entity, are not located, organized or resident in any jurisdiction subject to comprehensive sanctions or embargoes applicable to VivoChat, will not use the Service in violation of sanctions laws, export control laws or trade restrictions, and will not make the Service available to sanctioned persons, sanctioned entities or prohibited jurisdictions.
VivoChat may suspend, terminate or restrict access immediately if VivoChat suspects or determines that your account, your users, your end users, your business, your transactions or your use of the Service may create sanctions, export control or trade compliance risk.VivoChat may refuse to provide the Service to any person, entity or jurisdiction at its sole discretion.
23. Intellectual Property
VivoChat and its licensors own all rights, title and interest in and to the Service, including software, code, design, interface, technology, systems, databases, documentation, trademarks, service marks, trade names, logos and other intellectual property.
The Service contains proprietary and confidential information of VivoChat and its licensors, protected by intellectual property, trade secret and other applicable laws.
These Terms do not transfer any ownership rights in the Service to you.
Subject to your compliance with these Terms, VivoChat grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for your internal business or personal purposes.
You must not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble or otherwise exploit the Service except as expressly permitted by these Terms or applicable law.
24. User Content License
You retain ownership of the data, content and materials that you submit to the Service.
You grant VivoChat a limited, worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, reproduce and otherwise use your content solely as necessary to provide, maintain, secure, support, improve and operate the Service, comply with law, enforce these Terms and protect VivoChat’s rights.
You represent and warrant that you have all rights and permissions necessary to grant this license.
25. Use of Customer Names, Logos and Trademarks
Unless otherwise agreed in writing, you grant VivoChat the right to use your company name, trade name, trademarks, service marks and logos in marketing, advertising, investment, sales and presentation materials to identify you as a user or customer of the VivoChat platform.
VivoChat may use such names, logos and marks on its website, pitch decks, investor materials, case studies, customer lists, social media, presentations and other commercial materials.
If you want VivoChat to stop using your name, logo or trademark, you may contact VivoChat at support@vivochat.ai. VivoChat will use commercially reasonable efforts to stop future use within a reasonable period, unless otherwise agreed by the parties.
26. Beta Features and Experimental Features
VivoChat may offer beta, experimental, pre-release or trial features.
Such features may be incomplete, unstable, unavailable, inaccurate or changed without notice.
VivoChat may modify, suspend, disable or discontinue beta or experimental features at any time.
Beta and experimental features are provided “as is” and “as available”, without any warranties or commitments of any kind.
27. Service Availability
The Service is provided on an “as is” and “as available” basis.
VivoChat does not guarantee continuous availability of the Service, uninterrupted operation, error-free operation, any particular level of performance, any particular response time, any recovery time after failure, any service level agreement or SLA, compatibility with any particular system, browser, device, integration or third-party platform, uninterrupted operation of AI-agents or uninterrupted operation of third-party integrations.
VivoChat may perform maintenance, updates, security changes, infrastructure changes and operational changes at any time.
The Service may be unavailable due to technical issues, infrastructure failures, third-party provider failures, cyber incidents, excessive load, changes in third-party services, legal requirements or other reasons.
28. No Warranties
To the maximum extent permitted by applicable law, VivoChat disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability and suitability.
VivoChat does not warrant that the Service will meet your requirements, the Service will be uninterrupted, secure, timely or error-free, AI-generated content will be accurate, complete, lawful or reliable, data will not be lost, corrupted or deleted, third-party integrations will remain available or functional, defects will be corrected, the Service will be free from viruses, vulnerabilities or harmful components, or the Service will comply with laws applicable to your specific business or industry.
You use the Service at your own risk.
29. Limitation of Liability
To the maximum extent permitted by applicable law, VivoChat shall not be liable for any indirect, incidental, special, consequential, punitive, exemplary or similar damages, including loss of profits, loss of revenue, loss of customers, loss of business opportunities, loss of goodwill or reputation, loss of data, data corruption, business interruption, costs of substitute services, AI-generated errors, marketplace AI-agent errors, third-party integration errors, unauthorized access, service downtime or failure of third-party services.
VivoChat’s total aggregate liability arising out of or in connection with the Service, these Terms or any related claim shall not exceed the amount actually paid by you to VivoChat for the Service during the 12 months immediately preceding the event giving rise to the claim, and in no event shall VivoChat’s total aggregate liability exceed USD 500.
If the Service is provided free of charge, VivoChat’s liability shall be excluded to the maximum extent permitted by applicable law.
The limitations of liability apply regardless of the legal theory of liability, whether based on contract, tort, negligence, strict liability, warranty, statute or otherwise, even if VivoChat has been advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
30. Sole Remedy
If you are dissatisfied with the Service, these Terms, any change to the Service, any suspension or termination decision, any AI-agent, any marketplace AI-agent, any integration or any other action or omission by VivoChat, your sole and exclusive remedy is to discontinue use of the Service.
31. Indemnification
You agree to indemnify, defend and hold harmless VivoChat, its affiliates, officers, directors, employees, contractors, agents, licensors, service providers and partners from and against any claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses, including reasonable legal fees, arising out of or related to your use of the Service, your violation of these Terms, your violation of applicable law, your violation of third-party rights, your data, content, instructions, knowledge bases or integrations, your AI-agents, your use of marketplace AI-agents, your communications with customers or end users, your failure to obtain required consents or permissions, or your breach of privacy, data protection, consumer protection, advertising or industry-specific obligations.VivoChat reserves the right to assume exclusive defense and control of any matter subject to indemnification. You agree to cooperate with VivoChat in the defense of such matter.
32. Changes to the Service
VivoChat may at any time change the functionality of the Service, add new features, remove existing features, restrict access to features, discontinue integrations, modify AI-agent functionality, change supported AI model providers, limit marketplace functionality, discontinue parts of the Service or stop providing the Service in certain jurisdictions.
VivoChat is not liable for any loss or damage arising from changes to the Service.
33. Changes to These Terms
VivoChat may update these Terms from time to time.
If VivoChat makes material changes to these Terms, VivoChat may provide notice through the Service, by email, by posting an updated version on its website or by other reasonable means.
Unless otherwise stated, updated Terms become effective when posted or otherwise made available.
Your continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.
If you do not agree to the updated Terms, you must stop using the Service.
34. Communications and Notices
VivoChat may send notices and communications to you through the Service, by email, through your account, by posting notices on the website or by other reasonable means.
You are responsible for keeping your contact information accurate and up to date.
Notices to VivoChat may be sent to: support@vivochat.ai.
Privacy-related requests may be sent to: privacy@vivochat.ai.
35. Force Majeure
VivoChat shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, conflict or civil unrest, government action, changes in law or regulation, sanctions or trade restrictions, internet or telecommunications failures, cloud provider failures, third-party service failures, cyberattacks, labor disputes, power failures, technical failures or other events outside VivoChat’s reasonable control.
36. Assignment
You may not assign, transfer or delegate your rights or obligations under these Terms without VivoChat’s prior written consent.
VivoChat may assign, transfer or delegate its rights and obligations under these Terms without your consent, including in connection with a merger, acquisition, corporate restructuring, sale of assets, change of control or transfer of the Service to another entity.
37. Severability
If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
38. No Waiver
Failure by VivoChat to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Any waiver must be in writing and signed by VivoChat.
39. Entire Agreement
These Terms, together with any referenced policies, notices or additional terms, constitute the entire agreement between you and VivoChat regarding your use of the Service and supersede all prior or contemporaneous understandings relating to the Service.
40. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.
Any dispute, claim or controversy arising out of or in connection with these Terms, the Service, your account, AI-agents, marketplace AI-agents, integrations or any related matter shall be subject to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates.
You agree to submit to the jurisdiction of such courts and waive any objection based on venue, forum non conveniens or similar grounds.
41. Contact Information
The Service is operated by:
IT Box L.L.C-FZRegistration No.: 2645732Business License Number: 2645732.01Dubai, United Arab Emirates
For general inquiries: support@vivochat.ai.
For privacy and deletion requests: privacy@vivochat.ai.
Annex 1 – Terms of Use of AI Agents
These Third-Party AI Agents Terms of Use (“Terms”) apply to the creation, submission, publication, availability and use of third-party AI agents on or through the VivoChat.ai and are an integral part of the Vivochat.ai terms and conditions.
By creating, submitting, publishing, making available, accessing or using any third-party AI agent through VivoChat, you agree to these Terms.
1. Third-Party AI Agents
Third-party AI agents are AI agents created, submitted or made available by users, developers or other third parties, and not by VivoChat.
VivoChat only provides a technical platform where such AI agents may be created, submitted, listed, published, displayed, accessed or used.
VivoChat does not review, verify, approve, guarantee or endorse any third-party AI agent, unless expressly stated otherwise.
2. No Payment to Creators
Third parties who create, submit, publish or make available AI agents through VivoChat are not entitled to any payment, fee, commission, revenue share, royalty, compensation or other remuneration from VivoChat.
Submission or publication of an AI agent on VivoChat is voluntary and does not create any employment, partnership, agency, contractor, revenue-sharing or commercial relationship between the creator and VivoChat.
3. Rights Granted to VivoChat
By creating, submitting, publishing or making available an AI agent through VivoChat, the creator grants VivoChat all rights necessary or desirable to use, host, store, copy, modify, adapt, publish, display, distribute, make available, promote, test, review, improve, remove, disable, delete, commercialize and otherwise use such AI agent in any manner connected with the VivoChat platform and business.
This right is worldwide, royalty-free, fully paid, transferable, sublicensable, irrevocable and perpetual.
VivoChat may use, modify, adapt, commercialize, monetize, promote, combine with other products, create derivative works from, or otherwise exploit the AI agent without owing any payment, fee, royalty, commission, revenue share or other compensation to the creator.
The creator confirms that they have all rights, permissions and authority required to submit the AI agent and grant the rights described above.
4. Creator Warranties
The creator represents and warrants that:
they have full ownership, rights, permissions and authority to create, submit, publish and make available the AI agent through VivoChat;
the AI agent does not infringe or violate any intellectual property rights, privacy rights, confidentiality obligations, contractual obligations or other rights of any third party;
the AI agent does not contain unlawful, harmful, misleading, malicious, discriminatory, abusive or prohibited content;
the AI agent does not contain malware, spyware, viruses, harmful code, hidden tracking tools, unauthorized data collection tools or any functionality intended to damage, disrupt, intercept, misuse or gain unauthorized access to any system, account, data or user;
the AI agent complies with all applicable laws and regulations.
5. Use at Own Risk
All third-party AI agents are provided on an “as is” and “as available” basis.
VivoChat does not guarantee that any third-party AI agent will be accurate, complete, secure, lawful, reliable, suitable, available, error-free or fit for any particular purpose.
Third-party AI agents may generate incorrect, incomplete, misleading, harmful or inappropriate results.
The user who chooses to access, install, activate, configure or use a third-party AI agent does so entirely at their own risk.
6. Sole Responsibility of the User
The user of the AI agent is solely responsible for the selection, installation, configuration, testing, supervision, control and use of any third-party AI agent.
The user is solely responsible for all consequences arising from the use of the AI agent, including any responses, actions, omissions, automated processes, customer communications, data processing, losses, claims, damages, legal violations or third-party complaints.
VivoChat is not responsible for any damage, loss, claim, liability, cost, expense or dispute arising out of or related to the use of any third-party AI agent.
7. Claims, Damages and Indemnity by User
If any claim, demand, complaint, loss, damage, fine, penalty, investigation, dispute or legal proceeding arises from or relates to the use of a third-party AI agent, the user of that AI agent accepts sole responsibility.
The user agrees to indemnify, defend and hold harmless VivoChat, its affiliates, directors, officers, employees, contractors, service providers and partners from and against any such claims, damages, liabilities, costs and expenses, including legal fees.
8. Creator Responsibility and Indemnity
The creator of a third-party AI agent is solely responsible for the AI agent they create, submit, publish or make available through VivoChat.
If any claim, demand, complaint, loss, damage, fine, penalty, investigation, dispute or legal proceeding arises from or relates to the AI agent itself, including its content, design, functionality, intellectual property, legality, security, data processing, or violation of third-party rights, the creator accepts sole responsibility.
The creator agrees to indemnify, defend and hold harmless VivoChat, its affiliates, directors, officers, employees, contractors, service providers and partners from and against any such claims, damages, liabilities, costs and expenses, including legal fees.
9. Changes, Removal and Deletion
VivoChat may at any time, with or without notice, modify, suspend, restrict, disable, remove, delist or delete any third-party AI agent from the platform, website, marketplace or any other part of the Service.
VivoChat may do so for any reason it deems necessary or appropriate, including legal, technical, security, operational, reputational, commercial or compliance reasons.
VivoChat has no obligation to maintain, continue displaying, support, restore or preserve any third-party AI agent.
10. No Obligation to Publish or Maintain
VivoChat has no obligation to review, approve, publish, display, promote, support, maintain, restore or continue making available any third-party AI agent.
VivoChat may refuse to publish any AI agent or may remove any AI agent that has already been published, at any time and for any reason, without liability.
11. No Liability of VivoChat
To the maximum extent permitted by applicable law, VivoChat shall have no liability for any third-party AI agent, including its content, performance, availability, legality, safety, accuracy, security, use, misuse or consequences.
The sole responsibility for using a third-party AI agent remains with the user who decides to use it.
