Terms and Conditions

Account holder

Vchat by Studio Vainilla (hereinafter, “Vchat”) is a software as a service (SaaS) platform operated by Mario Humberto Gutiérrez Morales, A natural person with business activity in Mexico who commercially uses the name Studio Vainilla. Vchat is the name of the product and does not constitute an independent legal entity in itself.

Business contact: Paseo Simón Bolívar #115, Zona Centro, C.P. 31000, Chihuahua, Chihuahua, Mexico. This address is published as a point of commercial contact and is not intended to replace the legal domicile of the legal owner.

Digital identification: operator's site www.studiovainilla.com; Product site vchat.com.mx.

For the purposes of these Terms, “Vchat”, “we”, “our” or similar expressions refer to the provider of the service, and “Client”, “User” or “you” refer to the natural or legal person who accesses, contracts or uses the platform.

Acceptance and capacity to contract

By accessing Vchat, creating an account, starting a trial period, purchasing a plan, or using any of its features, you declare that you have read and agree to these Terms and the applicable Privacy Notice.

If you use Vchat on behalf of a company, organization, or third party, you represent that you have sufficient authority to bind that entity to these Terms.

If you do not agree with these terms, you must not use the service.

Service overview

Vchat is a Software-as-a-Service platform that can include, depending on the contracted plan and configuration, tools for:

• Inbox and omnichannel messaging.
• Contact management and 360° Profile.
• CRM and sales pipeline.
• Schedule, reservations, tasks and follow-ups.
• Automations and saved replies.
• Products and services.
• Analytics and Insights.
• AI Knowledge and AI Agents.
• Management of users, roles, channels, and settings.

Features, limits, integrations, and available capabilities may vary depending on the plan, region, third-party integration status, technical availability, and account configuration.

Accounts, access and users

The Client is responsible for providing correct information and keeping their account details up to date.

Access credentials are personal. The Customer must adopt reasonable measures to protect passwords, accesses, devices, and authorized users.

The Customer is responsible for:

• The actions carried out through your users and credentials.
• Correctly assign roles and permissions.
• Revoke access when a person is no longer authorized.
• Notify Vchat if unauthorized access or a potential security breach is detected.

Vchat may implement additional authentication, security, or verification mechanisms when reasonably necessary.

Probationary period

Vchat can offer a trial period of 14 days for new customers to evaluate certain features of the platform.

Access during the trial may be subject to limits, available functionality, activation requirements, or technical restrictions.

Upon the conclusion of the trial period, access may be limited or suspended until the Client chooses a plan and completes the corresponding contracting process.

Vchat may modify, limit, or withdraw promotions or trial periods for new subscriptions, without affecting rights already acquired where legally applicable.

Plans, Pricing, Payments, and Renewal

Plans and limits

Plans may set limits on users, contacts, AI agents, AI credits, knowledge sources, or other capabilities. Current commercial information will be displayed on the pricing page or during the subscription process.

Billing

Charges will be processed in the currency and frequency selected or assigned according to the region available for the account. Vchat may display monthly prices or monthly equivalents for plans paid annually.

Renovation

Paid subscriptions may be automatically renewed according to the contracted billing cycle, based on the subscription start date or anniversary date, barring prior cancellation or a different provision shown at the time of purchase.

Payment provider

Payment processing may be handled by specialized third-party providers. The Customer shall also be subject to the terms and policies of the applicable payment processor.

Taxes

Prices may be subject to applicable taxes in accordance with the law, the Customer's location, tax information, and the nature of the transaction.

Cancellation

The Customer may request cancellation of their subscription through the options available in their account or by contacting Vchat. Unless otherwise required by law or expressly stated in the terms of service, cancellation will prevent future renewals, and the service will remain available until the end of the period for which payment has already been made.

Refunds

Payments made are not automatically refundable, except where required by applicable law or when Vchat expressly confirms a refund policy or exception.

AI Credits

Certain plans may include a certain number of AI credits for using artificial intelligence features.

• Credits included periodically in a plan may be renewed in accordance with the subscription cycle and, unless otherwise specified, do not carry over from one period to the next.
• Vchat may offer additional AI credit packages.
• Credits purchased through top-ups may be subject to terms and conditions different from those included in the plan.
• Credit usage may vary depending on the feature, number of interactions, content length, model used, and other technical factors.

When available credits run out, certain AI features may be limited, suspended, or require a top-up or a change in capacity.

Channels, integrations, and third-party services

Vchat may allow you to connect to services and channels provided by third parties, including messaging platforms, social media, infrastructure, payment services, or other integrations.

The Customer acknowledges that:

• Integrations depend on third-party APIs, permissions, policies, and availability.
• Vchat does not control changes, restrictions, interruptions, or decisions made by such third parties.
• The Customer is responsible for ensuring it has the necessary accounts, permissions, authorizations, and legal bases to connect to and use its channels.
• The use of third-party services may be subject to their own terms, policies, and fees.

Connection to Facebook, Instagram and WhatsApp

When available, the Customer may authorize the connection of Facebook Messenger pages, Instagram professional accounts, and WhatsApp Business accounts through the mechanisms supported by Meta. The authorization allows Vchat to consult and process the data strictly necessary to provide the enabled functionalities: account and conversation identifiers, messages, files, contact and profile data permitted by the source platform, as well as the statuses and events necessary to operate the messaging service.

Vchat uses these permissions to display conversations in a inbox, allow responses and assignments, organize contacts, perform follow-ups, and run automations or artificial intelligence agents configured by the Customer. The availability of names, photos, contact fields, and specific features depends on each channel and the permissions actually granted.

The Customer may revoke authorizations from the tools available on the originating provider or request assistance through Vchat's contact channels. Disconnection may prevent further synchronization; the retention or deletion of already processed information will be governed by the Privacy Notice, applicable obligations, and the Customer's legitimate instructions.

Vchat is not owned or endorsed by Meta Platforms, Inc. Use of Facebook, Instagram, and WhatsApp is subject to the terms and policies of those services. The eligibility for new customers may depend on reviews, permissions, and restrictions from Meta.

Vchat may modify or discontinue an integration when a third party changes its terms, there is a technical or legal risk, or maintaining it becomes materially unfeasible.

AI agents and artificial intelligence functions

Vchat can offer AI Agents capable of consulting authorized knowledge, generating responses, assisting in processes, or interacting within flows configured by the Customer. To operate these functions, the relevant content of queries and messages can be processed through specialized technological services, subject to the contracted configuration, the Privacy Notice, and applicable conditions.

The Client understands and agrees that:

• AI-generated responses may contain errors, omissions, or incorrect interpretations.
• The Client is responsible for properly configuring knowledge sources, behavior, limits, autonomy, and escalation rules.
• AI features do not replace professional judgment when a decision requires specialized review.
• The Customer must review the use of AI in contexts where an incorrect response could have significant consequences.
• Vchat can incorporate mechanisms for transferring chats to a human agent, but its proper configuration and operation also depend on the client.

Acceptable use and prohibited activities

The Client agrees to use Vchat lawfully, responsibly, and in accordance with these Terms. It is prohibited to use the platform to:

• Engaging in illicit, fraudulent, deceptive, or abusive activities.
• Send spam, unauthorized communications, or messages that violate applicable consent and messaging rules.
• Impersonating identities or misrepresenting affiliations.
• Infringe intellectual property rights, privacy, data protection or other rights of third parties.
• Distributing malware, malicious code, or attempting to exploit vulnerabilities.
• Interfere with the availability, security, or integrity of Vchat.
• Attempting to obtain unauthorized access to accounts, infrastructure, or information.
• Performing reverse engineering, mass extraction, unauthorized scraping, or circumventing technical limits, unless the applicable legislation expressly allows it.
• Using Vchat for content or activities that expose Vchat, its providers, or third parties to unjustified legal or security risks.

Vchat may investigate uses that reasonably appear to be contrary to these rules and take proportionate measures of prevention, restriction, or suspension.

Content and data of the Customer

The Customer retains the rights that apply to the information, messages, files, contacts, documents, and other content that it incorporates or generates through Vchat.

The Customer grants Vchat and its authorized suppliers the necessary technical permissions to host, process, transmit, back up, index and display said content only to the extent necessary to provide, protect, maintain and improve the service operationally, in accordance with the Privacy Notice and applicable agreements.

The Customer declares that they have sufficient powers and legal grounds to process and upload to Vchat the personal data or content of third parties that they manage; they must inform their contacts about the processing and respond to the requests that are legally theirs.

When Vchat acts as the controller or technology provider regarding personal data whose processing is determined by the Customer, the latter shall maintain the obligations that apply to it as the responsible party for such data. Vchat will process that information to provide, maintain, and protect the service, in accordance with applicable instructions and agreements. When Vchat determines its own purposes — for example, contracting, billing, support, or account security — it will act in accordance with its obligations under the law.

Requests regarding end-contact data may require the intervention of the Customer responsible for the conversation. To request guidance, access, or removal of information linked to the platform, please consult the Privacy Notice and writes to hola@studiovainilla.com. The deletion will be subject to retention obligations, legal requirements, and identity verification.

Intellectual property

Vchat, its software, code, design, interface, trademarks, logos, documentation, functionality, and other proprietary elements are protected by intellectual and industrial property rights and belong to their respective owners.

The purchase of a plan grants only a limited, revocable, non-exclusive, and non-transferable right to use the service during the term of the subscription and in accordance with these Terms.

The ownership of the Vchat software, source code, trademarks, methodologies, or infrastructure is not transferred to the Customer.

Availability, maintenance and technical changes

Vchat strives to maintain reasonable service availability, but does not guarantee uninterrupted or error-free operation.

Interruptions may occur due to maintenance, updates, security incidents, infrastructure failures, third-party services, force majeure, or circumstances beyond Vchat's reasonable control.

Vchat may modify interfaces, functionalities, limits, technology or architecture when necessary to improve, protect or maintain the service, while striving to avoid unjustified impacts on the Customer.

Suspension and termination

Vchat may suspend an account in whole or in part when there is a reasonable cause, including:

• Non-payment.
• Use prohibited or potentially illegal.
• Security risk.
• Material breach of these Terms.
• Request from competent authority.
• Urgent need to protect users, third parties, or infrastructure.

Whenever reasonably possible, Vchat will seek to inform the Customer and offer an opportunity to rectify the breach before a final termination, unless the nature of the risk requires immediate action.

The Customer may stop using the service and cancel their subscription according to the available options.

Limitation of warranties and liability

Vchat is provided as a technological tool and, within the maximum extent permitted by applicable legislation, does not guarantee specific commercial results, increased sales, generation of leads, permanent availability of third-party channels, or the absolute accuracy of AI-generated content.

To the extent permitted by law, Vchat shall not be liable for indirect damages, loss of profits, loss of opportunities, or loss of data arising from acts of the Customer or third parties, interruptions by external providers, or improper use of the platform.

Nothing in these Terms is intended to exclude liabilities that by law cannot be limited or excluded.

Customer's responsibility and compensation

The Customer will be responsible for their use of Vchat, the content they manage, and compliance with the laws, permits, consents, and policies applicable to their communications and data processing.

To the extent permitted by applicable law, the Customer shall hold Vchat harmless from claims by third parties arising directly from the unlawful use of the platform, infringement of rights due to content provided by the Customer, or failure to comply with legal obligations attributable to the Customer.

Modifications to the Terms or the Service

Vchat may update these Terms to reflect legal, technical, commercial, or operational changes.

The current version will be available in vchat.com.mx/terminos-y-condiciones/ and will indicate the date of the last update.

When a modification is material and becomes legally necessary, Vchat may communicate it through the site, the platform, email, or any other reasonable means.

Continued use of the service after the entry into force of an amendment may be considered acceptance when the applicable legislation allows it.

Applicable law and jurisdiction

These Terms shall be governed by the laws applicable in the United Mexican States, without prejudice to mandatory consumer protection provisions or other provisions that may apply as the case may be.

For any dispute that cannot be resolved amicably, the parties submit, when legally required, to the competent authorities and courts of Chihuahua, Chihuahua, waiving any other jurisdiction that may be due to their present or future domicile, unless an impermissible rule determines another jurisdiction.

Contact

For inquiries related to these Terms, contracting, billing, or the service, you can contact us via: