Terms of Service

1. The agreement

These Terms of Service (the Terms) are a contract between Byteex Ltd, Gladstonos 16, 8046 Paphos, Cyprus (“Zoex”, “we”, “us”) and the company or organisation that creates a Zoex account (the Customer, “you”). They include our Acceptable Use Policy, and, where signed, our data processing agreement (the DPA). Our Privacy Policy explains how we handle personal information.

You accept these Terms when you create an account, when you agree to them on our sign-up page, or when you use the Service. If you accept them for a company, you confirm that you have the authority to bind it. If you don’t agree, don’t use Zoex. If a signed order form or the DPA conflicts with these Terms, the signed document wins for that point.

2. Words we use

• Service: Zoex, at app.zoex.ai, in Slack, by email and through any other channel we offer, with its documentation.
• Authorized Users: the people you let use Zoex under your account: your team, contractors and agencies you invite or add.
• Connected Services: services you connect to Zoex, such as Shopify, Google Ads, Google Analytics, Slack, email domains and other apps.
• Customer Data: what you and your Authorized Users put into Zoex, and what Zoex reads from your Connected Services for you.
• Outputs: what Zoex produces for you: answers, reports, charts, copy, images, proposals, automations and code.
• Actions: changes Zoex makes in a Connected Service or sends on your behalf, such as an ad budget change, a product edit or an email.
• Credits: the units in which use of the Service is measured and paid for.

3. The Service

Zoex is an AI employee for businesses. It answers questions, reads and analyses data in your Connected Services, proposes Actions, carries out the Actions you approve or allow it to take on its own, and runs the routines and automations you set up. We keep improving Zoex, so features change over time. If we remove something material that paying customers rely on, we tell account owners in advance.

Some features may be marked as beta, preview or early access. Those are offered as they are, may change or end at any time, and come without any service-level commitment.

4. Accounts and Authorized Users

• Zoex is for businesses. Authorized Users must be at least 18 and use Zoex for business, not as consumers.
• Give us accurate information and keep it up to date. Keep sign-in details secret and tell us at once at [contact email] if you think an account was used without permission.
• You decide who joins your company in Zoex and what each person can see and do. You are responsible for what your Authorized Users do in the Service, as if you had done it.
• Each company gets one free start. Creating extra accounts or companies to collect free credits again is not allowed. We may ask you to verify your identity or your business before giving or keeping access.

5. Connected Services

When you connect a service, you authorise Zoex to access it with the permissions you grant, to do the work you ask for. You confirm that:

• you are allowed to grant that access, including any consent needed from the account’s owner;
• you have any notices or consents the law requires from people whose data Zoex will process there; and
• your use of that service through Zoex complies with its own terms and policies, including advertising policies and Shopify’s and Google’s API terms.

A connection is shared within your company: people you give access to can ask Zoex to use it, and Actions run with the permissions of the account that connected it. You can disconnect a service at any time, which stops Zoex’s access to it. Connected Services are run by others; we are not responsible for their availability, their changes, or their own handling of your data.

6. AI, approvals and Actions

Outputs

Zoex uses AI models. Outputs can be inaccurate, incomplete or unsuitable for your purpose, and may occasionally resemble existing material. Review Outputs before you rely on them, publish them or send them. Outputs are not legal, tax, financial or other professional advice.

Approvals and Actions

Zoex proposes Actions and asks before taking them, except for the kinds of Action your owner or an admin allowed it to take on its own. Some kinds always ask, whatever you allow ( see the list). You are responsible for configuring who may approve what, which Actions run on their own, and which automations are on, and for reviewing those settings from time to time.

You remain the operator of your business. You are responsible for the Actions you or your Authorized Users approve, for Actions Zoex takes within the permissions you set, and for the automations and emails you turn on. Zoex keeps the values from before its changes to your ads and store so they can be undone; Actions in other apps, and emails once sent, cannot be undone. We don’t guarantee that any Action will produce a particular business result, such as sales, return on ad spend or rankings.

AI providers

Zoex is powered by third-party AI model providers, listed on our Subprocessors page. Our agreements with them don’t allow them to use Customer Data to train their models.

7. Acceptable use

You and your Authorized Users must follow our Acceptable Use Policy. In short: use Zoex lawfully, only on accounts and data you are allowed to use, never to harm others, and never to attack, trick or misuse Zoex itself. We may suspend use that breaks it, as section 12 describes.

8. Intellectual property

Ours

The Service and everything in it that we provide, including its software, source code, models and model configurations, prompts and instructions, skills, workflows, designs, documentation and the Zoex name and logo, belong to us or our licensors. While these Terms apply, we give you a limited, non-exclusive, non-transferable right to use the Service for your own business. All other rights are ours.

What you may not do

You must not, and must not help or allow anyone else to:

• copy, modify, translate or create derivative works of the Service or any part of it;
• reverse engineer, decompile, disassemble or otherwise try to obtain the source code, models, prompts, system instructions or other internal workings of the Service, including by asking Zoex to reveal them, except as far as the law expressly allows;
• scrape, crawl or extract the Service, its interface or its content by automated means, other than through features we provide for that;
• sell, resell, rent, sublicense, frame or mirror the Service, or offer it to others as a service bureau, except that an agency may use Zoex to serve its own clients under its account;
• use the Service, or Outputs, to build, train or improve a competing product or AI model, or study it to copy its features or design;
• publish benchmarks or performance tests of the Service without our written permission;
• remove or change any proprietary notices; or
• get around usage limits, credit metering, approvals, access controls or any other protection.

Yours

You keep all rights in your Customer Data. As between you and us, Outputs made for you are yours to use, subject to the rights of others in anything they draw on and to your payment of the fees. Because AI can produce similar Outputs for different customers, Outputs are not exclusive to you.

Feedback

If you send us ideas or feedback, we may use them freely and without any obligation to you.

9. Your data

You give us the rights we need to host, copy, process and display Customer Data to provide, secure and support the Service for you, as these Terms, the DPA and our Privacy Policy describe. We don’t sell Customer Data, and neither we nor our AI providers use it to train AI models.

Where Customer Data includes personal information, we process it on your behalf and on your instructions; where the CCPA applies, we act as your service provider. We sign a DPA on request. We protect Customer Data with appropriate technical and organisational measures, and we tell you without undue delay if we become aware of a security breach affecting it.

We may use information about how the Service is used, such as counts, timings and error rates, to run and improve it, as long as it doesn’t identify you, your Authorized Users or your customers and doesn’t include the content of Customer Data. Data from Google APIs is only ever used as our Privacy Policy describes.

Don’t put data into Zoex that our Acceptable Use Policy lists as prohibited (such as health or payment-card data) unless we have agreed to it in writing.

10. Credits, plans and payment

• Credits. Zoex measures its work in Credits. A Credit is worth $0.01 of work: the AI Zoex uses and the outside data and services it uses for you. The Service shows the Credits each piece of work used.
• Free credits. Each new company gets 2,000 free Credits once. They don’t expire while the account is open. Promotional Credits may come with their own conditions.
• Plans. Plans are billed monthly in advance by card through Stripe and renew automatically until cancelled. A plan’s Credits are used first; Credits a month leaves unused end when the next month starts.
• Top-ups. On a plan, you can buy more Credits at any time. If you turn on auto top-up, you authorise us to charge your card for the pack you chose whenever your balance falls below the level you set. Bought Credits don’t expire while the account is open.
• Running out. When your Credits run out, Zoex pauses work until you add more.
• Cancelling. You can cancel at any time in Settings → Billing. Your plan runs to the end of the month you paid for. Payments are not refundable, except where the law requires.
• Prices and taxes. Prices are in US dollars and exclude taxes, which we add where they apply. We may change prices with at least 30 days’ notice; a change applies from your next billing period.
• Payment problems. Tell us about a billing error within 30 days of the charge. If a payment fails, is refunded or is disputed, we may pause paid features and take back the Credits it bought.
• No cash value. Credits have no cash value, can’t be transferred or sold, and end when the account is closed.

11. Confidentiality

Each of us may receive the other’s non-public business, technical or financial information. The one receiving it will keep it confidential, protect it with reasonable care and use it only for this agreement. This doesn’t cover information that is or becomes public through no fault of the receiver, that the receiver already had or developed independently, or that it received lawfully from someone else. Either of us may disclose confidential information where the law requires, after telling the other where the law allows.

12. Suspension

We may suspend all or part of your access, where reasonably needed, if you or your Authorized Users break the Acceptable Use Policy or section 8, if your use puts the Service, other customers or third parties at risk, if a payment is overdue, or if the law requires it. Where we can, we tell you first and give you a chance to fix the problem. We lift a suspension once its cause is resolved.

13. Ending the agreement

These Terms apply from the moment you accept them until your account is closed. You can stop using Zoex and delete your account at any time in Settings → Profile. Either of us may end the agreement if the other seriously breaches it and doesn’t fix the breach within 30 days of being told. We may close an account at once for serious or repeated breaches of the Acceptable Use Policy or section 8, or for fraud. We may also stop offering the Service with at least 60 days’ notice, refunding any prepaid fees for the period after it ends.

When an account is closed, access ends, the Connected Services are released, and we delete Customer Data as our Privacy Policy describes, apart from what the law requires us to keep. Sections that by their nature should continue, such as payment owed, intellectual property, confidentiality, disclaimers, liability, indemnity and governing law, survive.

14. Warranties and disclaimers

Each of us confirms it may enter into this agreement. We will provide the Service with reasonable skill and care. Apart from that, and to the extent the law allows, the Service and Outputs are provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Service will be uninterrupted, error-free or produce particular results.

15. Limitation of liability

To the extent the law allows:

• neither of us is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, sales, goodwill or data, even if told they were possible;
• we are not liable for losses that come from Outputs you relied on, Actions you or your Authorized Users approved or allowed, or Connected Services;
• our total liability arising out of or relating to these Terms is limited to the amounts you paid us in the 12 months before the event giving rise to the claim, or $100 if that is more.

These limits don’t apply to your obligation to pay fees, to breaches of sections 7 or 8, to your indemnity under section 16, or to liability that cannot be limited by law, such as for fraud, or for death or personal injury caused by negligence.

16. Indemnity

You will defend us and our affiliates, officers and employees against any claim by a third party arising from your Customer Data, your Connected Services, the content and emails you send or publish with Zoex, Actions you or your Authorized Users approved or allowed, or your breach of these Terms or the law, and pay the damages and costs a court awards or that you agree in a settlement. We will tell you promptly about the claim, let you control its defence, and give reasonable help at your cost; you won’t settle a claim in a way that admits fault on our behalf without our consent.

17. Changes to these Terms

We may update these Terms. If a change is material, we tell account owners by email or in the app at least 30 days before it takes effect, unless it is needed sooner for legal or security reasons. If you keep using Zoex after a change takes effect, the new Terms apply; if you don’t agree, you can cancel before then.

18. Governing law and disputes

These Terms and any dispute about them are governed by the laws of Cyprus, without regard to its conflict-of-laws rules. The courts of Cyprus have exclusive jurisdiction, except that either of us may seek an injunction in any competent court to protect its intellectual property or confidential information, and unless mandatory law where you are established says otherwise.

19. General

• Whole agreement. These Terms, with the documents they include, are the whole agreement between us about the Service and replace any earlier understanding.
• Notices. We send notices to your account owner’s email address or in the app. You send notices to [contact email].
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or as part of a merger, acquisition or sale of our business.
• Events beyond control. Neither of us is liable for delays or failures caused by events beyond reasonable control, other than payment obligations.
• Sanctions and export. You confirm that you and your Authorized Users are not subject to, or located in a country subject to, comprehensive sanctions, and that you will not use the Service in breach of export or sanctions laws.
• Publicity. We will only name you as a customer, or show your logo, with your permission.
• Relationship. We are independent contractors. These Terms create no partnership, employment or agency, and give no rights to anyone else.
• Severability and waiver. If a part of these Terms is unenforceable, it is changed to the minimum extent needed and the rest still applies. Not enforcing a right is not giving it up.
• Language. These Terms are written in English, which prevails over any translation.

20. Contact

Byteex Ltd, Gladstonos 16, 8046 Paphos, Cyprus. Email [contact email].