Términos y Condiciones de Uso

1 Definitions

2 Description of Service

Zianvo is a SaaS platform offering integrated tools for customer relationship management (CRM), marketing automation, multi-channel communication (including WhatsApp Business API, email, and SMS), reputation management, sales pipeline, invoicing, digital contracts, social media planning, media storage, and other modules available depending on the contracted plan.

Access to the Service is granted through a monthly or annual subscription. Available features vary by plan, as detailed in Section 4. oShop Club Inc. acts as the technology environment provider. The User is solely responsible for their use of the Platform, the content they upload, the campaigns they run, and the communications they send to their own end clients.

3 Eligibility and Registration

To access the Service, the User must:

• Be at least 18 years of age or have legal capacity to contract under applicable law.
• Register an account with truthful, complete, and up-to-date information.
• Provide a valid email address and a payment method accepted by the Payment Processor.
• Not have been previously suspended or disabled by Zianvo.

The User is responsible for maintaining the confidentiality of their access credentials. Any activity conducted under their account is their sole responsibility. oShop Club Inc. reserves the right to refuse registration or cancel an account at its sole discretion if fraudulent use, violation of these Terms, or any activity that threatens the integrity of the Platform or other users is identified.

4 Plans, Pricing, and Features

4.1 Plan Comparison

4.2 Detailed Plan Descriptions

4.3 Usage Credits and Rebilling

Certain features — including email sending, SMS, voice calls, WhatsApp messages, and AI tools — generate variable consumption billed additionally based on actual usage. The applicable rebilling markup ranges between 1.2x and 1.5x over provider cost depending on the service and channel. Welcome credits are one-time, non-transferable, and cannot be exchanged for cash.

4.4 Plan and Price Modifications

oShop Club Inc. reserves the right to modify plan prices or features with at least 30 calendar days' prior notice. Changes will not apply retroactively to billing cycles already initiated.

5 Billing and Payments

5.1 Payment Processor

Subscription payments are processed by Stripe Inc., an independent third-party payment service provider. By providing payment information, the User also accepts Stripe's Terms of Service at stripe.com/legal. oShop Club Inc. does not directly store the User's credit or debit card data.

5.2 Billing Cycle

The subscription renews automatically on the billing cycle start date, unless the User cancels beforehand. Charges are made at the beginning of each period. Annual subscriptions are billed in a single upfront payment.

5.3 Payment Failure

If a payment cannot be successfully processed, oShop Club Inc. may automatically suspend access to the Platform until the outstanding balance is settled. oShop Club Inc. is not responsible for losses arising from suspension due to non-payment.

5.4 Refunds

Payments made are non-refundable, except as required by applicable law or in cases where oShop Club Inc., at its sole discretion, determines to issue a full or partial refund. Free trials do not incur charges during their validity period.

5.5 Payment Disputes

The User must notify oShop Club Inc. of any billing dispute within 30 days of the transaction date by emailing go@zianvo.com. If the User initiates a chargeback without first exhausting this process, oShop Club Inc. reserves the right to immediately suspend access and take appropriate legal action.

6 Free Trial Period

The Pro and Scale plans do not include a free trial period — the first charge is processed at the time of subscription. The Mini plan includes a 7 calendar day free trial. A valid payment method is required for all plans at the time of registration, including during the Mini trial period, as consumption of addons, communication credits, or any purchases made within the account may generate charges from the first day.

The Scale plan does not include a free trial period but includes a $20 USD welcome credit credited upon registration. Unused credits are non-transferable and cannot be exchanged for cash.

If the User does not cancel their subscription before the Mini free trial ends, the first monthly charge will be processed automatically on the day following its expiration.

7 Cancellation and Termination

7.1 Cancellation by the User

The User may cancel their subscription at any time by contacting go@zianvo.com. Cancellations and downgrades require contacting support; they are not available automatically from the User's dashboard. Cancellation is effective at the end of the current billing cycle, with no proportional refund for unused time.

7.2 Termination by oShop Club Inc.

oShop Club Inc. may terminate or suspend access immediately and without prior notice in the following cases:

• Violation of these Terms or Platform acceptable use policies.
• Fraudulent, abusive, or illegal use of the Platform.
• Sending of unsolicited communications (spam) or violation of data protection regulations.
• Activity that compromises the security, performance, or reputation of the Platform.
• Repeated non-payment or unjustified chargebacks.

7.3 Effect of Termination

Following cancellation or termination, the User's data will be available for export for a maximum of 30 calendar days, after which it may be permanently deleted. oShop Club Inc. assumes no responsibility for data not exported within that period.

8 User Obligations

The User agrees to:

• Use the Platform exclusively for lawful purposes and in accordance with applicable law.
• Not send unsolicited communications (spam) or violate the policies of integrated communication channels.
• Obtain necessary consent from their own contacts before sending any communications through the Platform.
• Not upload, post, or transmit illegal, defamatory, obscene, violent content or content that infringes third-party rights.
• Not attempt to access restricted areas of the Platform or other users' accounts.
• Not reverse engineer or attempt to extract the Platform's source code.
• Not resell, sublicense, or transfer Platform access to third parties without express written authorization from oShop Club Inc.
• Keep their contact and billing information up to date.
• Be solely responsible for the content they upload, campaigns they run, and any consequences arising from their use of the Service.
• Comply with applicable local data protection laws in their country.

SMS Program & Messaging Terms

By providing your phone number and opting in, you agree to receive text messages from Zianvo, including appointment confirmations and reminders, promotional offers and marketing campaigns, and customer support communications. Reply STOP at any time to unsubscribe. Reply HELP for assistance. Message & data rates may apply. Message frequency varies. Carriers are not liable for delayed or undelivered messages.

9 Acceptable Use of Communication Channels

9.1 WhatsApp Business API

Use of WhatsApp Business API is subject to Meta Platforms Inc.'s policies. Non-compliance — including sending unsolicited messages or using unapproved templates — may result in the suspension of the WhatsApp number by Meta, which is beyond oShop Club Inc.'s control. oShop Club Inc. assumes no liability for blocks or suspensions originating from the User's improper use of the channel.

9.2 Email

The User must comply with applicable anti-spam regulations and include an unsubscribe mechanism in all mass commercial communications. Sending to purchased or dubious-origin lists is strictly prohibited.

9.3 SMS and Voice Calls

The User is solely responsible for obtaining necessary consents for SMS and voice communications in their jurisdiction.

10 Intellectual Property

oShop Club Inc. and its licensors own all intellectual property rights to the Platform, including its code, design, trademarks, logos, interfaces, and documentation. These Terms do not grant the User any ownership rights over the Platform. The User retains ownership of Customer Data uploaded to the Platform and grants oShop Club Inc. a limited, non-exclusive, revocable license to process such data solely for the purpose of providing the contracted Service.

11 Privacy and Data Protection

The processing of the User's personal data is governed by Zianvo's Privacy Policy, available at zianvo.com/privacy. By accepting these Terms, the User also accepts the Privacy Policy. The User, as the controller of their own contacts' and end clients' data, is solely responsible for complying with applicable data protection legal obligations in their country, including obtaining necessary consent for the processing of personal data.

12 Service Availability

oShop Club Inc. will use commercially reasonable efforts to maintain the Platform available on a continuous basis. However, it does not guarantee uninterrupted, error-free availability, and does not warrant against temporary outages due to maintenance, updates, technical failures, or force majeure. oShop Club Inc. does not guarantee specific results from the use of the Platform, such as increased sales, lead generation, or improved marketing metrics.

13 Limitation of Liability

To the maximum extent permitted by applicable law, oShop Club Inc. shall not be liable for:

• Loss of data, leads, revenue, business opportunities, or anticipated profits.
• Service interruptions caused by third parties, including telecom operators, infrastructure providers, Meta (WhatsApp), or Stripe.
• Indirect, incidental, special, punitive, or consequential damages, even if oShop Club Inc. was advised of their possibility.
• Losses arising from unauthorized account access due to the User's failure to safeguard credentials.
• Consequences of communication channel suspension (WhatsApp, email, SMS) due to third-party policy violations.

oShop Club Inc.'s total liability to the User, for any reason, shall not exceed the amount paid by the User in the 3 months immediately preceding the event giving rise to the claim.

14 Automatic Suspension for Non-Payment

In the event of a payment failure, the account may be automatically suspended, disabling access to the Platform, its data, and features. The suspension will be lifted once the outstanding payment is successfully settled. oShop Club Inc. is not responsible for losses, missed leads, interrupted campaigns, or halted automations resulting from such suspension.

15 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OSHOP CLUB INC. DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

16 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform shall first be submitted to good-faith negotiation between the parties for a period of 30 calendar days. If unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), with proceedings conducted in English in the State of Delaware, USA. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction.

Users located outside of the United States acknowledge that by using the Platform they consent to this governing law and dispute resolution mechanism.

17 Modifications to These Terms

oShop Club Inc. may modify these Terms at any time. Material changes will be notified to the User at least 15 calendar days in advance via email to the registered address or through a visible notice on the Platform. Continued use of the Platform after the new Terms take effect constitutes acceptance of the changes.

18 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be severed, and the remainder of the Terms shall continue in full force and effect.

19 Entire Agreement

These Terms, together with the Privacy Policy and any additional agreements entered into between the parties, constitute the entire agreement between the User and oShop Club Inc. regarding the subject matter herein, and supersede all prior agreements, negotiations, or understandings, whether oral or written.

20 Contact

By using the Platform, you confirm that you have read, understood, and agreed to these Terms and Conditions.