Terms of Use
Effective Date: September 3, 2026
This Terms of Use Agreement (“Agreement”) is entered into by and between ZipLingo, LLC, a Utah limited liability company (“ZipLingo,” “we,” “us,” or “our”), and the entity or individual completing the registration process and agreeing to be bound by these terms (“Customer,” “you,” or “your”).
BY CLICKING “I AGREE,” ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
Section 1. Services and Fees
1.1 Services
ZipLingo will provide its multi-channel messaging and engagement platform, including message transmission via SMS, MMS, RCS, email, push notification, in-app and back-office chat, and third-party messaging platforms (including WhatsApp, WeChat, Line, Telegram, Facebook Messenger and Instagram) as made available from time to time; campaign management, automation, segmentation and reporting tools; landing pages and forms; AI-assisted content tools; and integrations with Customer’s back-office, commerce and CRM systems (collectively, the “Services”), as described at ziplingo.com (the “Website”). Not all channels are available in all countries or to all Customers, and some channels require separate registration, approval or agreements with the applicable carrier or platform provider. ZipLingo may modify the Services at any time by updating the description on the Website. Customer acknowledges that ZipLingo relies on third-party telecommunications carriers, aggregators, messaging platform providers, and service providers to deliver the Services. Modifications, suspensions, or cancellations by such third parties may affect Service availability and shall not affect Customer’s payment obligations under this Agreement.
1.2 Service Fees
Customer will pay a non-refundable activation fee and a monthly service fee as specified in the applicable Schedule of Rates or order form. The Service Fee is due in advance and will be billed on the tenth (10th) of each month. Overage charges will be assessed monthly. Any payment not received within thirty (30) days will accrue interest at 1.5% per month, or the highest rate permitted by law, whichever is lower. If Customer is delinquent, ZipLingo may modify payment terms or discontinue Services. All fees are exclusive of taxes, which are Customer’s responsibility.
1.3 Monthly Commitments
If Customer subscribes for any term other than month-to-month, Customer shall pay the greater of actual fees for the applicable month or the Minimum Monthly Commitment specified in the Schedule of Rates. The Minimum Monthly Commitment shall be the greater of (A) the amount specified in the Schedule of Rates, and (B) the highest aggregate monthly amount paid during the current subscription term.
1.4 Term and Termination
The term shall commence on the Effective Date and continue for the Contract Term stated in the Schedule of Rates, then month-to-month until either Party provides fifteen (15) days’ written notice of termination. If Customer’s payment method is declined or payment is otherwise not received when due, ZipLingo may suspend the Services upon five (5) business days’ notice, and may terminate this Agreement if payment is not received within thirty (30) days of the original due date.
Upon termination: (a) ZipLingo ceases providing Services; (b) Customer discontinues use; (c) ZipLingo deletes stored User Content and Integration Data subject to legal hold or regulatory retention obligations; and (d) Customer pays all amounts owing. Sections 1.2, 2.4–2.8, 3.4–3.6, 3.8–3.10, 4, and 5 survive termination.
Section 2. ZipLingo’s Rights and Duties
2.1 Services
ZipLingo will use commercially reasonable efforts to provide the Services as described on the Website.
2.2 Availability
ZipLingo will use commercially reasonable efforts to provide Services 24/7. Services may be temporarily unavailable due to maintenance, upgrades, telecommunications failures, network attacks, or other causes beyond ZipLingo’s reasonable control.
2.3 Security
ZipLingo will use commercially reasonable efforts to maintain the security, confidentiality, and integrity of User Content. Customer bears full risk of loss and agrees to maintain independent backups.
2.4 Warranty and Limitations of Liability
a. Warranty Limitations. THE SERVICES ARE PROVIDED “AS IS.” ZIPLINGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ZIPLINGO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
b. Liability Limitation. IN NO EVENT SHALL ZIPLINGO BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. MAXIMUM LIABILITY SHALL NOT EXCEED AMOUNTS PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THIS LIMITATION SHALL NOT APPLY TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 2.8 OR DAMAGES FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
c. Reliance. THE PARTIES ACKNOWLEDGE THAT PRICING IS SET IN RELIANCE ON THESE LIMITATIONS, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN.
2.5 Confidential Information
a. Definition. “Confidential Information” means information disclosed by either Party that is marked confidential, designated orally as confidential, or that the receiving Party knows or reasonably should know is confidential.
b. Obligations. The Recipient will protect Confidential Information with at least reasonable care and will not disclose it except to employees and contractors bound by written confidentiality obligations. Obligations survive for two (2) years after termination.
c. Exceptions. Confidential Information excludes information that is publicly available, rightfully received from a third party, independently developed, already known, or required to be disclosed by law.
2.6 Intellectual Property
ZipLingo retains all rights in the Services and related intellectual property. Customer shall not reverse engineer, decompile, modify, or sublicense the Services. ZipLingo reserves all rights not expressly granted.
Customer retains all rights in User Content and Integration Data. Customer grants ZipLingo a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display and otherwise process User Content and Integration Data solely as necessary to provide the Services and as otherwise permitted by this Agreement.
2.7 Feedback
Any recommendations or improvements related to the Services that Customer submits and that are incorporated into the Services become ZipLingo’s sole property.
2.8 Indemnification
a. Mutual. Each Party shall indemnify the other from third-party claims arising from the indemnifying Party’s negligence, gross negligence, or willful misconduct.
b. ZipLingo IP Indemnification. ZipLingo shall indemnify Customer against third-party IP infringement claims related to the Services.
c. Customer TCPA and Regulatory Indemnification. Customer shall defend, indemnify, and hold harmless ZipLingo from all claims arising from or related to: (i) Customer’s failure to obtain or maintain proper consent under the TCPA, CAN-SPAM Act, GDPR, state telemarketing laws, or any other applicable law; (ii) the content of messages transmitted through the Services; (iii) Customer’s violation of applicable laws, CTIA guidelines, or Channel Policies; or (iv) any claim by a message recipient related to messages sent at Customer’s direction.
Section 3. Customer’s Duties
3.1 Message Content
Customer will provide, or direct the creation of, the content of all messages, emails, landing pages and other materials to be delivered or published through the Services (“User Content”). Customer is solely responsible for User Content, including User Content generated with the assistance of the AI Features described in Section 3.9, and represents that it has all rights necessary to transmit and publish it.
3.2 Compliance with Laws
Customer will use the Services in compliance with all applicable laws, including without limitation the Telephone Consumer Protection Act (47 U.S.C. § 227), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the CTIA Messaging Principles and Best Practices, the General Data Protection Regulation (EU 2016/679) where applicable, and all applicable state telemarketing, consumer protection, and data privacy laws.
3.3 Acceptable Use
Customer is solely responsible for all activity under its account. Customer shall not use the Services for any Unacceptable Use, including but not limited to: transmitting unsolicited messages or spam; transmitting abusive, obscene, or defamatory material; infringing intellectual property rights; creating false identities; violating export laws; unauthorized system access; transmitting malicious code; unauthorized financial transactions; or transmitting protected health information in violation of HIPAA. Customer is responsible for maintaining the confidentiality of its login credentials and API keys, for all activity by its administrators and users, and for promptly notifying ZipLingo of any unauthorized access to its account.
3.4 Messaging Consent and Compliance (TCPA/CTIA)
a. Consent Obligations. Customer represents and warrants that, prior to sending or directing ZipLingo to send any message, Customer has obtained all consents required under the TCPA, FCC regulations (47 C.F.R. § 64.1200), CTIA guidelines, and all other applicable laws. Specifically:
(i) For marketing messages, Customer has obtained prior express written consent as defined by the TCPA;
(ii) For informational or transactional messages, Customer has obtained prior express consent;
(iii) Customer maintains contemporaneous records of all consents, including date, time, method, and language consented to; and
(iv) Customer can produce consent records within five (5) business days upon request.
b. Opt-Out Compliance. Customer acknowledges and agrees that:
(i) ZipLingo’s platform processes standard opt-out keywords including “STOP,” “UNSUBSCRIBE,” “CANCEL,” “END,” and “QUIT,” and will suppress further messaging from the applicable campaign;
(ii) ZipLingo’s platform also processes non-standard opt-out language that clearly expresses intent to stop receiving messages (e.g., “please stop,” “don’t text me,” “remove me”);
(iii) Customer shall honor all opt-out requests promptly and shall not send further messages to opted-out recipients;
(iv) Customer shall not circumvent, override, or re-enroll any opted-out recipient without new, independent consent;
(v) Customer is responsible for honoring opt-outs received through any channel, including SMS, email, phone, or in-person requests; and
(vi) ZipLingo may, but is not obligated to, monitor for compliance. Any monitoring does not relieve Customer of its obligations.
c. Message Content Requirements. All messages must:
(i) Identify the sender (Customer’s business name);
(ii) Include opt-out instructions (e.g., “Reply STOP to opt out”);
(iii) Not exceed the frequency disclosed at the time of consent;
(iv) Comply with quiet hours and timing restrictions under applicable law; and
(v) Be consistent with the purpose for which consent was obtained.
d. Campaign Registration. Customer shall cooperate with ZipLingo in registering campaigns with applicable carrier registries (including The Campaign Registry) and shall provide accurate use case descriptions and sample messages.
3.5 Protected Information and HIPAA
Customer acknowledges that User Content may include protected information subject to HIPAA and other laws. Customer is solely responsible for obtaining all required consents. Where Customer intends to transmit Protected Health Information, Customer must execute a separate Business Associate Agreement with ZipLingo prior to any such transmission. ZipLingo shall not be liable for HIPAA violations arising from Customer’s failure to execute a BAA.
ZipLingo, acting on Customer’s behalf as its agent, may process and transmit User Content solely to provide the Services. Customer will indemnify ZipLingo for claims related to processing User Content.
3.6 CAN-SPAM Compliance
For commercial emails sent through the Services, Customer shall ensure all messages: (i) contain accurate header information; (ii) identify the message as an advertisement where required; (iii) include a valid physical postal address; (iv) include a clear opt-out mechanism; and (v) honor opt-out requests within ten (10) business days.
3.7 Suspension and Enforcement
ZipLingo may suspend or terminate Customer’s access immediately upon notice if ZipLingo reasonably determines that Customer has violated Sections 3.2–3.6 or 3.8–3.10, that Customer’s use poses a risk of legal liability, that campaigns are generating excessive complaints, or that continued service may violate applicable law. Suspension does not relieve Customer of payment or indemnification obligations.
3.8 Back-Office and Integration Data
a. Authorization. Customer may connect the Services to its back-office, commerce, CRM or other systems (including ByDesign, Exigo, InfoTrax and similar platforms) by providing API credentials, database access, or other connection details (“Integration Credentials”). Customer authorizes ZipLingo to access, retrieve, store and process data from those systems (including distributor and customer identifiers, contact details, rank, enrollment, autoship, order, and commission information) (“Integration Data”) solely to provide the Services, including segmentation, triggered messaging, attribution and reporting.
b. Customer Warranties. Customer represents and warrants that (i) it is authorized to grant ZipLingo access to each connected system and that such access does not violate any agreement with the system’s vendor; (ii) it has provided all notices and obtained all consents required to share Integration Data with ZipLingo and to use it for messaging; and (iii) Integration Credentials will be kept current and revoked promptly upon termination.
c. ZipLingo Obligations. ZipLingo will use Integration Data only as instructed by Customer and as necessary to provide the Services; will not sell Integration Data or use it to market to Customer’s distributors or customers on ZipLingo’s own behalf; and will protect Integration Credentials as Confidential Information. Integration Data is Customer Confidential Information and, for purposes of Section 5, personal data processed on Customer’s behalf.
d. Third-Party Systems. ZipLingo does not control Customer’s connected systems and is not responsible for their availability, accuracy, or changes to their APIs. Customer remains responsible for the accuracy of Integration Data and for any fees charged by the system vendor.
3.9 AI Features
The Services may include features that generate, translate, summarize or suggest content using artificial intelligence, including models operated by third-party providers (“AI Features”). Customer acknowledges that AI-generated output (i) is produced automatically and may be inaccurate, incomplete, or unsuitable for Customer’s purposes; (ii) must be reviewed and approved by Customer before it is sent, published, or relied upon; and (iii) is Customer’s responsibility as User Content, including compliance with Sections 3.2 through 3.6. Customer shall not submit to AI Features any Protected Health Information, payment card data, or other data whose disclosure to a third-party model provider is restricted by law or by agreement. ZipLingo does not warrant that AI-generated output is accurate, original, or non-infringing. ZipLingo’s AI providers are contractually restricted from using Customer inputs and outputs to train their models.
3.10 Third-Party Messaging Platforms
Certain channels are delivered through third-party platforms and carriers that impose their own policies, including without limitation the WhatsApp Business Messaging and Commerce Policies (Meta), Google’s RCS for Business policies, the CTIA Messaging Principles and Best Practices, and the policies of WeChat, Line, Telegram and applicable mobile carriers (collectively, “Channel Policies”). Customer shall comply with all applicable Channel Policies, including channel-specific consent, template approval, messaging-window and content requirements. Customer acknowledges that a platform provider or carrier may reject, delay, throttle or block messages, or suspend Customer’s access to a channel, at its discretion, and that ZipLingo may suspend a channel where required by a Channel Policy or to protect ZipLingo’s standing with a provider. Such actions shall not constitute a breach by ZipLingo or affect Customer’s payment obligations.
Section 4. General Provisions
4.1 Authorization
The individual agreeing to these terms represents and warrants that they are authorized to bind Customer, that performance will not breach any other obligation, and that there are no pending or threatened actions affecting this Agreement.
4.2 Cumulative Remedies
The rights and remedies of the Parties are cumulative and not exclusive.
4.3 Force Majeure
Neither Party shall be liable for failure to perform (other than payment obligations) due to events beyond reasonable control, provided the affected Party gives prompt notice and exercises diligence.
4.4 Independent Contractors
Except as expressly provided in Section 3.5, the Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or fiduciary relationship.
4.5 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Utah and the United States. The Parties consent to the exclusive jurisdiction of courts in Utah. The non-prevailing party shall pay reasonable attorneys’ fees.
4.6 Dispute Resolution
Disputes shall first be subject to thirty (30) days of good-faith negotiation. Unresolved disputes shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Utah County, Utah, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek injunctive relief in any court of competent jurisdiction.
4.7 Entire Agreement
This Agreement, together with any Schedules of Rates, constitutes the entire agreement between the Parties regarding its subject matter.
4.8 Binding Effect and Assignment
This Agreement is binding on the Parties and their successors. Neither Party may assign without consent, except to an acquirer of all or substantially all relevant business assets. ZipLingo may subcontract Services without Customer consent.
4.9 Waiver and Severability
No waiver is effective unless in writing. Invalid provisions shall be deemed omitted; the remainder is enforceable.
4.10 Electronic Signature
Clicking “I Agree” constitutes an electronic signature under the E-SIGN Act. This Agreement is valid, enforceable, and binding.
4.11 Amendments
ZipLingo may update these Terms by posting revised versions with an updated date. Material changes will be communicated at least thirty (30) days in advance. Continued use constitutes acceptance.
4.12 Use of the Website
The Website and its content, including text, graphics, logos, and software, are owned by ZipLingo or its licensors and protected by intellectual property laws. Visitors may view and download Website content for informational purposes only and may not scrape, copy, republish, or use it for competitive purposes without ZipLingo’s written consent. The Website is provided “as is,” and ZipLingo makes no warranty regarding its accuracy or availability. Sections 2.4, 4.5 and 4.6 apply to any dispute relating to the Website.
Section 5. Data Processing (GDPR)
5.1 Applicability
This Section 5 applies to the extent that Customer’s use of the Services involves the processing of personal data of individuals located in the European Economic Area (“EEA”), United Kingdom (“UK”), or Switzerland, as those terms are defined under the General Data Protection Regulation (EU 2016/679) (“GDPR”) and the UK GDPR.
5.2 Roles
Customer is the data controller for personal data of Message Recipients and for Integration Data. ZipLingo is the data processor, processing personal data only on Customer’s documented instructions and solely to provide the Services.
5.3 Processing Instructions
ZipLingo shall process personal data only in accordance with Customer’s documented instructions, including this Agreement and any applicable order form. ZipLingo shall inform Customer if it believes an instruction violates GDPR or applicable data protection law.
5.4 Sub-Processors
Customer authorizes ZipLingo to engage sub-processors (including telecommunications carriers, messaging platform providers, hosting providers and AI service providers) to assist in providing the Services. ZipLingo will maintain a current list of sub-processors in its Privacy Policy at ziplingo.com/privacy and will notify Customer of any intended changes. Customer may object to a new sub-processor by providing written notice within fourteen (14) days of notification.
5.5 Security
ZipLingo shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, as required by Article 32 of the GDPR.
5.6 Breach Notification
ZipLingo shall notify Customer without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of a personal data breach affecting Customer’s data, providing sufficient information to enable Customer to meet its obligations under Articles 33 and 34 of the GDPR.
5.7 Data Subject Requests
ZipLingo shall assist Customer, by appropriate technical and organizational measures, in responding to data subject requests to exercise their rights under GDPR (access, rectification, erasure, portability, restriction, and objection).
5.8 International Transfers
To the extent ZipLingo transfers personal data outside the EEA, UK, or Switzerland, ZipLingo shall ensure appropriate safeguards are in place, including EU Standard Contractual Clauses or reliance on the EU-U.S. Data Privacy Framework, as applicable.
5.9 Data Deletion
Upon termination of the Agreement, ZipLingo shall delete or return all personal data processed on Customer’s behalf, unless retention is required by applicable law. Customer may request a copy of its data prior to termination.
5.10 Audit
Not more than once per twelve (12) month period, upon at least thirty (30) days’ written notice and subject to reasonable confidentiality obligations, ZipLingo shall make available information reasonably necessary to demonstrate compliance with this Section 5 and shall allow for an audit by Customer or its authorized independent auditor, conducted during business hours and at Customer’s expense in a manner that does not unreasonably disrupt ZipLingo’s operations. Where ZipLingo holds a current third-party security assessment or certification, Customer shall first rely on that report.
ZipLingo, LLC
350 South 400 West, Suite 100
Lindon, UT 84042
Email: info@ziplingo.com
Phone: 888-245-3090