These Terms of Service are a contract between you and SmartWay America, Inc. for the use of Zellwo. Please read them. By creating a workspace, ticking the box at sign-up or using Zellwo, you accept them, together with the Privacy Policy and the Data Processing Addendum.
1. Who we are, who you are
Zellwo is operated by SmartWay America, Inc., a Delaware corporation, 131 Continental Dr, Suite 305, Newark, DE 19713, United States ("Zellwo", "we", "us"). You can reach us at [email protected].
"You" are the business that opens a workspace and the people who use it on that business's behalf. Zellwo is a business service. You must be at least 18 and able to bind the business you sign up for. Zellwo is not for personal, family or household use.
The person who creates a workspace becomes its owner and accepts these Terms for the whole workspace, including every staff member invited later.
2. The service
Zellwo is a customer desk with an AI agent (website chat, email and SMS), a CRM, marketing campaigns and newsletters, analytics, a REST API, a JavaScript SDK and an MCP server. The features available to you depend on your plan, as shown on zellwo.com/pricing or in an order form.
We improve Zellwo continuously. We may add, change or remove features. If a change removes something material from your plan, we tell you at least 30 days in advance. Features marked beta, preview or experimental may change or disappear without notice and are provided as they are.
The Free plan may be changed, limited or withdrawn at any time with 30 days' notice.
3. Your account, your staff, your tokens
You keep your passwords, API tokens, embed keys, signing secrets and MCP grants secret. Everything done with them counts as done by you. Tell [email protected] at once if you think a credential has leaked; we will help you revoke it.
You decide which staff members join your workspace and what each may see and do. API tokens and MCP connections act with the permissions of the staff member who created them. You are responsible for your staff and for anyone who connects through your integrations.
Keep your account details accurate, including the owner's email address, which is where we send notices.
4. Your customers' data
You load contacts, conversations, events, catalogues and files into Zellwo, and your own customers send messages through it. That data is yours. We process it only to provide Zellwo to you, as described in the Data Processing Addendum, which forms part of these Terms. For the personal data of your customers, you are the controller and we are your processor.
You confirm that:
- you have the right to load the data you load and to send the events you send;
- you give your customers the privacy notices your law requires, including about the Zellwo chat widget on your site, email open and click tracking, and the AI agent;
- you are responsible for any cookie or consent banner on your own site, and you load the Zellwo widget only after whatever consent your law requires;
- you have a lawful basis for any web research you ask Zellwo to run on a company or a person (section 7) and you give that person any notice your law requires;
- you have the right to connect the mailboxes, SMS accounts, Slack channels and other systems you connect.
You can delete a contact and everything attached to it from the dashboard or the API. For an export of your data, write to [email protected].
5. Acceptable use
You may not use Zellwo to:
- break any law, or help someone else break one;
- send spam or any message the recipient has not agreed to receive where that agreement is required (section 6);
- store or send content that is illegal, defamatory, harassing, that infringes someone's rights, or that is harmful to minors;
- upload malware, probe or attack Zellwo or anyone else, or work around usage limits, permissions or security measures;
- pull data from another company's systems through a connector in breach of that company's terms;
- impersonate a person or a company, or misrepresent who is sending a message;
- make decisions with legal or similarly serious effects on a person (credit, employment, housing, insurance, medical care, emergency help) on the AI agent's output alone, without a human reviewing it;
- resell Zellwo or offer it to third parties as your own service, unless we agree in writing;
- copy, reverse engineer or build a competing product from Zellwo's software, prompts or designs, beyond what the law allows.
6. Messaging rules: email and SMS
Zellwo sends email and SMS on your behalf: replies, campaigns, newsletters and follow-ups. You are the sender under the law. You alone are responsible for having the consent each recipient's law requires and for honouring every opt-out. That includes, where they apply:
- the US Telephone Consumer Protection Act (TCPA) and state telemarketing laws, which require prior express written consent for marketing text messages;
- the US CAN-SPAM Act, which requires an honest sender, an honest subject, a postal address and a working opt-out in commercial email;
- the EU GDPR and ePrivacy rules and their national versions, and the UK GDPR and PECR;
- Canada's Anti-Spam Legislation (CASL);
- Australia's Spam Act and Privacy Act;
- the carrier and mailbox-provider rules of the networks that carry your messages, including sender registration where a country requires it.
Zellwo helps where it can: campaign emails carry an unsubscribe link and one-click unsubscribe headers, the footer prints the postal address you enter in your workspace settings, and a reply of STOP or an unsubscribe click stops marketing to that contact. We honour those opt-outs for you and you may not override them. These tools do not replace your own compliance.
We may suspend or throttle your sending, with or without notice, if your messages draw spam complaints or bounces at a rate that threatens our deliverability or breaks a carrier's rules, if a carrier or mailbox provider requires it, or if we reasonably believe you are breaking this section. We restore sending once the cause is fixed.
7. The AI agent, web research and other automated features
Zellwo's AI features generate text and take actions from your catalogue, your knowledge base, your instructions and your conversations. Inference runs on third-party models; today that is OpenAI, under a zero-retention agreement. Neither we nor our AI providers train models on your data.
AI output can be wrong, incomplete or out of date, and it can sound confident while being wrong. You are responsible for what the agent says and does in your name. In particular:
- You configure what the agent may answer and which actions wait for your approval. Actions that change an order, a booking or a payment should wait for a human unless you have decided otherwise.
- You review the agent's work. Zellwo shows you every AI step and its reasoning so that you can.
- You tell your customers that they are talking to an AI where your law requires it, in the way your law requires it.
- You do not rely on the agent for legal, medical, financial or safety advice to your customers.
When you ask Zellwo to research a company or a person, Zellwo searches public sources on the web (company websites, public registers, professional profiles, news) and writes a short profile. Research on a person covers their professional role only. You decide when to run it and you are responsible for having a lawful basis and for giving the person any notice your law requires.
If you connect your own provider key (Anthropic or OpenAI), calls made with it are governed by your agreement with that provider, including its retention terms, and are billed by that provider to you.
8. Fees
Fees are shown on zellwo.com/pricing or in an order form we agree with you. Prices are in US dollars and exclude taxes. A plan buys a monthly allowance of AI conversations and campaign emails; usage above the allowance is charged at the rates on the pricing page. SMS, web research profiles and connector calls are charged as shown there.
We may change prices with at least 30 days' notice; the change applies from your next billing period after the notice.
Detailed terms on billing periods, payment methods, trials, late payment and refunds will be added to these Terms when billing starts, with the notice described in section 17. Until then, if you have an order form, it governs payment.
9. Term, suspension and termination
These Terms start when you create a workspace and continue until the workspace is closed.
Closing your workspace. The owner can close the workspace at any time from the settings. Closing deletes the workspace and everything in it at once. Take what you need first. If you need an export, write to [email protected] before you close. Backups are purged within 30 days.
Suspension by us. We may suspend all or part of your workspace if we reasonably believe it is being used in breach of sections 5 or 6, if it poses a security risk to Zellwo or to others, if fees are overdue by more than 14 days after a reminder, or if the law requires it. We tell you why, before the suspension where we can and otherwise as soon as we can, and we lift it when the cause is gone.
Termination by us. We may terminate these Terms if you breach them and do not fix the breach within 14 days of our notice, or at once if the breach cannot be fixed, is repeated, or exposes us or others to legal liability. We may also end the service for everyone with 90 days' notice.
After termination we delete your data as described in the Data Processing Addendum. Sections 4, 10 to 15 and 18 to 20 survive termination.
10. Your content, our software
You own your data and content. You give us a licence to host, copy, process, transmit and display it only as needed to provide Zellwo to you and to keep it secure. The licence ends when the data is deleted.
We own Zellwo: the software, the widget, the designs, the prompts, the documentation and the templates we provide, and everything we build on them. These Terms give you a right to use Zellwo during the term, not ownership.
If you send us ideas or suggestions, we may use them without owing you anything. We do not use your data, your prompts or your conversations to train AI models, and our AI providers do not either.
Our website compares Zellwo with other products. Those product names and logos are trademarks of their owners, who do not endorse Zellwo. Comparisons reflect public information on the date shown on each page.
11. Confidentiality
Each of us keeps the other's confidential information secret and uses it only for this contract. Confidential information is anything marked confidential or that a reasonable person would treat as confidential: your data, our pricing offers, security details, non-public features. It excludes information that is public, already known to the receiving party, independently developed or received from a third party without a duty of confidence. Either of us may disclose confidential information when the law requires, after telling the other where allowed. This section lasts three years after the contract ends; for personal data and trade secrets, for as long as the law protects them.
12. Third-party services
Zellwo connects to services you choose: your mailbox provider, SendGrid, SMS carriers, Slack, Shopify, WooCommerce, Google and Microsoft sign-in, your own APIs through connectors and your own provider account(s). Each is governed by its own terms and privacy policy. We are not responsible for them, for their availability or for what they do with data you send them through Zellwo. The subprocessors we use ourselves are listed on the trust page.
13. Warranties and disclaimers
We will provide Zellwo with reasonable skill and care and keep the security measures described in the Data Processing Addendum.
Otherwise Zellwo is provided as it is and as available. To the fullest extent the law allows, we make no other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of AI output, deliverability of messages or uninterrupted, error-free operation. You use the output of AI features at your own risk.
14. Limitation of liability
To the fullest extent the law allows:
- neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost goodwill, however caused, even if foreseeable;
- our total liability to you for everything arising out of or related to these Terms, in contract, tort or otherwise, is limited to the fees you paid us in the 12 months before the event giving rise to the claim; if you paid nothing, it is limited to US $100.
These limits do not apply to your obligation to pay fees, to either party's indemnity obligations under section 15, to a party's gross negligence or wilful misconduct, or to liability that cannot be limited by law.
15. Indemnities
By you. You will defend us and pay the damages, settlements and reasonable legal costs of any third-party claim or regulatory action arising from your data or content, your use of Zellwo in breach of these Terms, your instructions to us, or your failure to obtain consent or honour an opt-out under any messaging, privacy or marketing law, including the TCPA, CAN-SPAM, GDPR, ePrivacy, PECR, CASL and the Australian Spam Act. This includes claims by your customers, by recipients of your messages, and by carriers and mailbox providers.
By us. We will defend you and pay the damages, settlements and reasonable legal costs of any third-party claim that Zellwo's software, used as permitted, infringes that party's patent, copyright or trademark or misappropriates its trade secret. This does not cover claims arising from your data or content, your configuration, your combination of Zellwo with other products, or your use after we told you to stop. If such a claim is made, we may change Zellwo to avoid it, obtain a licence, or end your subscription and refund any prepaid fees for the period after termination.
The party seeking defence tells the other promptly, lets it control the defence and settlement (no settlement may admit fault on behalf of the other without consent) and cooperates at the other's expense.
16. Export control and sanctions
You confirm that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and that you are not on any US, EU or UK sanctions or denied-party list. You will not use Zellwo in breach of US export control or sanctions laws, or allow anyone else to.
17. Changes to these Terms
We may change these Terms. For a material change, we give you at least 30 days' notice by email to the workspace owner or by a notice in the dashboard, and we show the new effective date at the top of the page. If you do not agree, close your workspace before the change takes effect. Using Zellwo after that date means you accept the new Terms. Changes required by law or that only add a new feature may take effect sooner.
18. Notices
Notices to us go to [email protected] or by post to SmartWay America, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States. Notices to you go to the workspace owner's email address or appear in the dashboard. Email notices count as received on the day they are sent, unless they bounce.
19. Governing law and venue
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to these Terms or Zellwo will be brought only in the state or federal courts located in Delaware, and each of us submits to their jurisdiction and waives any objection to venue there. Either of us may seek an injunction in any court to protect its intellectual property or confidential information.
Where the Data Processing Addendum incorporates the EU Standard Contractual Clauses, those clauses choose their own governing law and forum for the matters they cover.
20. General
- Whole agreement. These Terms, the Privacy Policy, the Data Processing Addendum and any order form are the whole agreement between us and replace every earlier agreement on the same subject. If they conflict, an order form wins over these Terms for the points it covers, and the Data Processing Addendum wins on personal data.
- Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a buyer of our business, with notice to you.
- Severability and waiver. If a clause is unenforceable, the rest stands and the clause is read as narrowly as needed to be enforceable. Not enforcing a right is not giving it up.
- Force majeure. Neither of us is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
- Independent parties. We are independent contractors. These Terms create no partnership, joint venture or agency, and no third party may enforce them.
- Language. These Terms are written in English. A translation is for convenience only; the English version governs.