Terms of Use

Introduction

1. By using our system, you accept these Terms in full; therefore, if you disagree with these Terms or with any part of these Terms, you must not use our system.
2. If you register with NicoChat, we will ask you to expressly agree to these Terms.
3. You must be at least 18 years of age to use our product; by using our system or agreeing to these Terms, you warrant and represent that you are at least 18 years of age.

Our system uses cookies; by using our system or agreeing to these Terms, you consent to the use of cookies in accordance with the terms of our privacy and cookie policy.

Acceptable use

You are fully authorized to use our Application and System (as well as our API) in commerce as a means to resell or create goods and services that you use or offer commercially, except where your product is materially similar to, or designed to compete directly with, the Products offered.

You must not:

1. Use NicoChat in any way, or take any action that causes, or may cause, damage to the Product or impairment of the performance, availability or accessibility of the System;
2. Use NicoChat in any way that is unlawful, fraudulent or harmful, or in connection with any unlawful, fraudulent or harmful purpose or activity;
3. Use our system to copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious software;
4. Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
5. Remove any copyright, trademark or other proprietary rights notice displayed through the System;
6. Post, distribute or reproduce in any way any material protected by copyright, trademarks or other proprietary information without obtaining the prior consent of the owner of those rights;
7. Modify, adapt, translate, reverse engineer, decipher, decompile or disassemble any part of NicoChat or any software used on or for the System, or cause or assist others to do so.

Prohibited uses of the system

Likewise prohibited is the use of the system in any type of betting house or platform, even if legalized or regularized before public bodies, including applications directly or indirectly associated with that type of activity. Once NicoChat is found to be linked to such operations, the company may proceed with the immediate suspension or interruption of the respective account, regardless of prior notice and without any obligation to indemnify or reimburse the user.

In the same way, the use of the system in activities of a pornographic nature will not be permitted, nor in agents, chatbots or artificial intelligence applications directed at the exploitation of pornographic content.

In addition, NicoChat reserves the right, at its sole discretion, to refuse, suspend or discontinue the provision of its services to any accounts, applications or content which, after internal review, are deemed morally inappropriate or incompatible with the company’s principles, values and guidelines, regardless of their lawfulness or legal recognition in a given jurisdiction.

System subscription

NicoChat is free to use, with optional paid plans at varying prices. For Customers who choose a paid plan, billing will be carried out monthly or annually, according to the choice made at the time of subscription.

Such payments are non-refundable, except:

• Customers residing in Brazil: in the cases provided for by law, including the right of withdrawal set out in the Código de Defesa do Consumidor (Brazilian Consumer Protection Code), which guarantees a full refund within 7 (seven) calendar days of the initial contracting of the service.
• Customers from other countries: we apply a voluntary refund policy of up to 7 (seven) days after the initial contracting, exclusively for the first charge.

No refunds or credits will be granted for partial months of use, nor for unused periods on active accounts.

• Plan upgrade: the amount proportional to the unused time of the previous plan will be converted into a discount applied automatically at the time of the plan change.
• Plan downgrade, change of period (e.g. annual to monthly) or cancellation: will take effect only at the end of the contracted period, with access remaining active until the end of the current cycle.

Charges are based exclusively on the System usage measurements made by NicoChat, unless there is a specific agreement documented in writing. All amounts shown are exclusive of taxes, fees or charges levied by tax authorities, and the Customer is solely responsible for paying them.

The chosen plan has a fixed price, and total monthly or annual amounts may vary according to additional products or services contracted.

NicoChat reserves the right to apply periodic adjustments to the prices of plans in force, in line with official inflation and monetary correction indices, such as the IPCA (Brazil’s official consumer price index), the CPI-U (United States) or equivalents in other countries where the service is provided. In addition, NicoChat may change the prices of plans for new subscriptions at any time, without the need for prior notice.

Trial period and card registration

If the Customer registers a credit card during the free trial period, it will be used automatically to activate the subscription at the end of the trial period, unless cancelled beforehand. The Customer will be able to cancel the automatic charge at any time during the trial period directly in their control panel.

If cancellation is not carried out and the subscription is confirmed, the charge will be the Customer’s sole responsibility, and no refund will be due for mere forgetfulness or failure to cancel within the deadline.

Cancellation by the customer

Cancellation requests sent by e-mail, chat, telephone, or any other service or support channel will not be accepted. It is entirely the Customer’s responsibility to carry out the cancellation through the prescribed procedure, it being understood that mere inactivity of the account, absence of use or the sending of a request by other means will not be considered a formal cancellation request.

International transactions and charges

Transactions carried out through this platform may be displayed in Brazilian Reais (BRL). However, considering that the company that owns and is responsible for the system is headquartered in the United States of America, such operations may be classified as international purchases by the issuer of the Customer’s card.

In such cases, the IOF (Imposto sobre Operações Financeiras, the Brazilian tax on financial transactions) may apply, in accordance with the Brazilian legislation in force, as well as additional charges established by the financial institution that issued the card. It is the Customer’s sole responsibility to check in advance with their card administrator regarding the applicable conditions, and the platform bears no responsibility for additional charges or taxes arising from the international nature of the operation.

Registration and accounts

1. You may register for a NicoChat account by completing and submitting the registration form on our website.
2. You will be able to access NicoChat immediately after confirmation by e-mail.
3. You must not allow any other person to use your account to access the system.
4. You must notify us immediately in writing if you become aware of any unauthorized use of your account.
5. You must not use another person’s account to access the website unless you have that person’s express permission to do so.
6. You are responsible for any activity associated with your account.

User login details

1. You must keep your password confidential.
2. You must notify us immediately in writing if you become aware of any disclosure of your password.
3. You are responsible for any activity on our website arising from any failure to keep your password confidential and may be held liable for any losses arising from such failure.

Cancellation and suspension of accounts

1. We may suspend your account, cancel your account or edit your account details at any time, at our sole discretion, without notice or explanation.
2. You may cancel your account on our website using your account control panel on the website.

About inactivity

Mere inactivity of the account or non-use of the System by the Customer will not result in automatic cancellation of the contracted plan, nor will it give rise to any right to refund, reduction, credit or financial compensation of any nature. The contracted plan will remain active and subject to normal billing until the Customer carries out express cancellation through the control panel available in their account.

Cancellation of the account or of the plan is the Customer’s sole responsibility, and will take effect only from the moment it is formalized in the website’s control panel, subject to the cycle-end rules of each plan.

In the event of cancellation requested by the Customer:

• There will be no refund of amounts already paid, regardless of use or inactivity of the system;
• Customers residing in Brazil: a refund will be permitted only in relation to the last monthly or annual payment made, and only if the request is made within 7 (seven) calendar days of the initial contracting or of the automatic renewal, as provided for in the Código de Defesa do Consumidor (Brazilian Consumer Protection Code);
• Customers from other countries: we apply a voluntary refund policy of 7 (seven) days, valid exclusively for the first charge made, with no refund due after that period.

Except in the situations above, no other amount will be refunded.

Resale

Customers are not permitted to reproduce, duplicate, copy, sell, resell or commercially exploit NicoChat or any part of its System directly — that is, it is not permitted to contract the system and resell it to third parties as if it were one’s own product without due prior written authorization from NicoChat.

The official channel for resale, white label distribution and commercial use of the NicoChat brand is the NicoPartners program. However, NicoPartner does not offer its own customer billing system or tools for registration at scale. Therefore, it is the Partner’s sole responsibility to create each client’s account within NicoChat, contract the corresponding paid plan, pay for the workspace customization add-on, grant access through the “Collaborators” feature and bill their end clients directly by their own means.

System interruption

The Owner reserves the right to add and remove features or resources, as well as to suspend or even discontinue the System, temporarily or permanently. In the event of final discontinuation, the Owner will make its best efforts to allow Customers to retrieve their information held by the Owner.

Copyright notice

We, together with our licensors, own and control all copyright and other intellectual property rights in all material or resources you may encounter when using our system, and all copyright and other intellectual property rights you may encounter when using our system are reserved.

Except for Application Content that is in the public domain or for which permission has been granted, you may not copy, modify, publish, transmit, distribute, perform, display or sell any Application Content. Subject to these Terms, we grant you a limited, revocable, non-exclusive and fully paid licence to access the Application Content, for the sole and limited purpose of facilitating the use of the System.

Disclaimer of warranties

We provide the NicoChat System “as is”, “with all faults” and “as available”, without warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, professional effort, non-infringement or any other warranty — all to the maximum extent permitted by law.

Specifically, we do not represent or warrant that the NicoChat System (or any part, feature or Content thereof) is complete, accurate, of any particular quality, reliable or secure in any way, suitable or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools (or that it will remain so at any time), or that it complies with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that its operation will be free from any bugs or other harmful components or program limitations.

Furthermore, we do not endorse any entity, product or system (including any Third-Party Services) mentioned or made available through the NicoChat System — so be sure to check them before using them or engaging with them.

Limitation of liability

To the maximum extent permitted by law in each applicable jurisdiction, NicoChat, SmartLink Pty Ltd, their directors, shareholders, employees, affiliates and/or agents will not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages of any kind, including any damages resulting from:

1. Errors, mistakes or inaccuracies of any content;
2. Any personal injury or property damage related to your use of the NicoChat System;
3. Any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein;
4. Any interruption or cessation of transmission to or from the NicoChat System;
5. The use or display of any Content or User Content posted, e-mailed, transmitted or otherwise made available through the NicoChat System;
6. Events beyond NicoChat’s reasonable control, including any Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, wars, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties;
7. Loss of use, data, profits, goodwill or other intangible losses, resulting from the use of or inability to use part or all of the NicoChat System.

Indemnification

The User agrees to indemnify and hold harmless the Owner and its subsidiaries, affiliates, directors, agents, co-brands, partners and employees, as applicable, from any claim or demand, including, without limitation, reasonable attorneys’ fees and costs, made by any third party due to or arising out of the User’s content, use of or connection to the System, breach of these Terms or violation of any third-party rights.

Changes to these Terms

NicoChat and SmartLink Pty Ltd reserve the right to modify these Terms at any time, informing Customers by publishing a notice within NicoChat. Customers who continue to use NicoChat after the publication of the changes accept the new Terms in full.

Governing law and jurisdiction

These Terms and any dispute related to the implementation, interpretation and validity of this agreement are subject to the law, the state jurisdiction and the exclusive jurisdiction of the courts where the Owner has its registered head offices. An exception to this rule applies in cases where the law provides for an exclusive place of jurisdiction for consumers.

Products or services available exclusively online

These products or services may have limited quantities and are subject to refunds only in accordance with our Refund Policy. We reserve the right, but are not obliged, to limit sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.

We reserve the right to limit the quantities of any product or service we offer. All product descriptions or product prices are subject to change at any time without prior notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer of any product or service made on this website is void where prohibited.

We do not warrant that the quality of any products, services, information or other material purchased or obtained by you will meet your expectations, or that any errors in the System will be corrected.

Workspace

The workspace is designed to serve one business per workspace. You may connect only one Facebook user account and one Google account in each workspace.

With regard to the WhatsApp channel, Telegram and future channels we introduce, each workspace is allowed only 1 WhatsApp number, 1 Telegram chatbot, etc. We reserve the right to make changes to the limits we offer.

NicoZap

The user declares to be aware that the service known as NicoZap, offered within the NicoChat platform and operated by the provider uazapi.dev, consists of an automation solution for the WhatsApp application, which uses a connection via QR Code or a WhatsApp Cloud instance, and which does not integrate Meta’s official API.

The use of NicoZap is strictly limited to the NicoChat ecosystem, being permitted exclusively through MiniApps, official channels or native integrations within the NicoChat platform. Any use of NicoZap on other platforms, systems, external environments or third-party integrations will be permitted only upon express written authorization from NicoChat. If unauthorized use is identified, the company reserves the right to immediately cancel the instance, without the need for prior notice and with no obligation to refund, compensate or indemnify.

As it is an unofficial solution, NicoZap may be terminated or discontinued at any time, without prior notice, should WhatsApp or Meta change their policies, APIs or infrastructure, making this form of automation unfeasible. In such cases, the user declares to be aware that NicoChat and the provider uazapi.dev are not responsible for the continuity, availability, performance or compatibility of the solution, nor for any losses or damages arising from its deactivation.

Guarantees by plan type

NicoChat offers specific guarantees according to the type of plan contracted, in the event of discontinuation of the solution by NicoChat or by the provider uazapi.dev:

• Monthly plan: guarantee of 15 (fifteen) days from the last charge;
• Annual plan: guarantee of 60 (sixty) days under the same conditions;
• Biennial plan: guarantee of 90 (ninety) days under the same conditions.

After the guarantee periods above, if the service is discontinued, there will be no refund, discount, restitution, compensation, account credit or any form of reimbursement.

Regardless of the type of plan, the user has the right of withdrawal within 7 (seven) days from contracting, with the possibility of a full refund in accordance with the applicable legislation and NicoChat’s internal policies.

In addition, there will be no restitution, refund or compensation regarding instances granted as bonuses, gifts or courtesies, even if not used by the user. These instances are non-transferable and cannot be converted into credit, migrated to other services or exchanged for monetary amounts.

The NicoZap service constitutes an independent subscription, not included in any of NicoChat’s main plans. Each subscription is individual per user and not linked to specific workspaces. The user may contract as many instances as they wish, with billing carried out according to the number of instances contracted, and not according to the amount effectively used.

These provisions supplement and are subordinate to NicoChat’s Ethics and Responsible Use Policy, and the user remains subject to all other rules and sanctions provided for in the event of contractual or ethical violation.

Notice regarding information provided by the Marvin chatbot

The Customer declares to be aware that the information, guidance and suggestions provided by Marvin, a chatbot trained to assist with the use of the NicoChat system, are generated automatically and may not fully reflect reality, the system’s updated rules or specific situations.

Miscellaneous

1. Without prejudice to our other rights under these Terms and conditions, if you breach any provision of these Terms and conditions in any way, or if we reasonably suspect that you have breached these Terms and conditions in any way, we may delete, unpublish or edit any or all of your content and delete or terminate your account.
2. You waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
3. You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

Messages sent by the chatbot will be deleted once the record is more than 1 month old. Messages sent by the user will be kept on record for 6 months after being received in NicoChat.