Popcorn: Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Popcorn Tech Ltd ("Popcorn AI," "Company," "we," "us," or "our"), a company incorporated in Dubai, United Arab Emirates.

By creating an account, accessing, or using the Popcorn AI platform, APIs, integrations, or any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, each of which is incorporated herein by reference.

If you are agreeing to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

We reserve the right to update these Terms at any time. We will notify you of material changes via email or in-app notification at least 14 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

2. Definitions

"Account" means a registered Popcorn AI account used to access and manage the Service.

"AI Agent" means the artificial intelligence software provided through the Service that conducts automated conversations with End Users on behalf of the Customer.

"Credits" means the usage units consumed when the Service processes AI-powered activities, including but not limited to customer conversations, marketing campaigns, automated sequences, and API calls.

"Customer Data" means any data, content, configurations, knowledge base materials, or information submitted by the Customer to the Service, including but not limited to product catalogs, customer lists, and conversation logs.

"End User" means any individual who interacts with the Customer through the Service, including the Customer’s own customers and contacts.

"Plan" means the subscription tier selected by the Customer (Cheese, Caramel, or Gourmet Mix), which determines available features, credit allocations, and support levels.

"Third-Party Platforms" means external services integrated with the Service, including but not limited to WhatsApp, Shopify, Zid, Salla, Facebook, and payment processors.

3. The Service

3.1 Service Description

Popcorn AI provides a conversational commerce platform that enables Customers to sell products, provide customer support, and conduct marketing campaigns through messaging channels, primarily WhatsApp. The Service includes AI Agents that process conversations, e-commerce integrations, campaign management tools, team collaboration features, and analytics dashboards.

3.2 Service Availability

We will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance and force majeure events. We do not guarantee uninterrupted or error-free operation of the Service. Scheduled maintenance will be communicated via email or in-app notification where practicable.

3.3 AI Agent Limitations

The AI Agents provided through the Service are designed to assist with commerce conversations but are not infallible. The Customer acknowledges and agrees that:

AI-generated responses may occasionally be inaccurate, incomplete, or contextually inappropriate;
The Customer is solely responsible for reviewing and monitoring AI Agent interactions with End Users;
The Customer is responsible for configuring the AI Agent’s knowledge base, tone, and behavior to align with their business requirements;
Popcorn AI is not liable for any losses, damages, or disputes arising from AI Agent responses or actions.

3.4 Third-Party Platform Dependencies

The Service relies on Third-Party Platforms including WhatsApp Business API, e-commerce platforms (Shopify, Zid, Salla), and payment processors. We do not control these platforms and are not responsible for their availability, functionality, policies, or actions. Changes to Third-Party Platform terms, APIs, or services may affect the functionality of the Service, and we shall not be liable for any such impact.

4. Account and Registration

4.1 Account Creation

To use the Service, you must create an Account by providing accurate, current, and complete information. You agree to update your Account information promptly to maintain its accuracy. You must provide a valid business email address and legal business name.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must immediately notify Popcorn AI at wecare@trypopcorn.ai of any unauthorized use of your Account or any other security breach. Popcorn AI will not be liable for any loss or damage arising from your failure to secure your Account credentials.

4.3 Account Eligibility

The Service is available only to businesses and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts. By using the Service, you represent and warrant that you meet these eligibility requirements and that your use of the Service complies with all applicable laws in your jurisdiction.

5. Subscription Plans, Pricing, and Credits

5.1 Plans

The Service is offered under the following subscription tiers: Cheese, Caramel, and Gourmet Mix. Each Plan includes a defined allocation of Credits, features, support levels, and usage limits as described on our pricing page at the time of subscription. We reserve the right to modify Plan features, credit allocations, and pricing at any time. Changes to existing subscriptions will take effect at the next billing cycle with at least 30 days’ notice.

5.2 Credit System

Credits are the universal currency for all AI-powered activities on the platform. Credit consumption rates vary by activity type and are displayed in your account dashboard. Popcorn AI reserves the right to adjust Credit consumption rates at any time, with changes communicated via email or in-app notification.

Credits are allocated on a monthly basis and do not roll over to subsequent billing periods unless explicitly stated in a custom agreement. Unused Credits expire at the end of each billing cycle. Credits have no cash value and are non-transferable between accounts.

5.3 Overage and Grace Period

If your Credit balance is exhausted before the end of a billing cycle, AI Agent functionality will be suspended immediately until Credits are replenished. You may purchase additional Credits or upgrade your Plan at any time to restore service. It is the Customer’s sole responsibility to monitor Credit usage and ensure sufficient Credits are available. Popcorn AI is not liable for any business impact resulting from Credit exhaustion.

5.4 Billing and Payment

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. All fees are quoted and payable in the currency specified at the time of subscription. Payment is due upon invoice and must be made via an accepted payment method as made available by Popcorn AI. Failure to pay within a reasonable period of the due date may result in suspension or termination of your Account.

All fees are exclusive of applicable taxes, duties, and levies. You are responsible for payment of all such taxes associated with your use of the Service, excluding taxes based on Popcorn AI’s net income.

5.5 Refund Policy

Subscription fees are generally non-refundable. Refunds may be issued at Popcorn AI’s sole discretion under the following circumstances:

A documented, material defect in the Service that renders it substantially unusable and that Popcorn AI is unable to resolve within 14 business days of receiving written notice;
Duplicate or erroneous charges resulting from billing system errors.

Refund requests must be submitted in writing to wecare@trypopcorn.ai within 30 days of the charge in question. No refunds will be issued for partial months, unused Credits, or voluntary cancellation.

6. Customer Responsibilities

6.1 Platform Configuration and Management

The Service is a self-serve platform. The Customer is responsible for:

Configuring and training AI Agents, including uploading knowledge base content, setting conversation parameters, and defining escalation rules;
Monitoring AI Agent performance and conversation quality on an ongoing basis;
Managing their team’s access, permissions, and usage of the platform;
Ensuring compliance with applicable laws, including consumer protection, data privacy, and messaging regulations in their operating jurisdictions;
Maintaining accurate product information, pricing, and inventory data within their connected e-commerce platforms.

Popcorn AI provides onboarding guidance and documentation but is not responsible for ongoing account management unless a dedicated account manager is included in the Customer’s Plan (Gourmet Mix only) or a separate services agreement has been executed.

6.2 Compliance with Messaging Regulations

The Customer is solely responsible for ensuring that their use of the Service complies with WhatsApp Business Policy, WhatsApp Commerce Policy, and all applicable local and international messaging regulations, including but not limited to anti-spam laws, opt-in/opt-out requirements, and data protection regulations. Popcorn AI provides tools to assist with compliance (such as unsubscribe intelligence) but does not guarantee compliance and accepts no liability for the Customer’s messaging practices.

6.3 Customer Data

The Customer retains ownership of all Customer Data uploaded to or processed through the Service. The Customer grants Popcorn AI a non-exclusive, worldwide, royalty-free license to use, process, and store Customer Data solely for the purpose of providing and improving the Service. The Customer represents and warrants that they have all necessary rights and consents to upload and process Customer Data through the Service.

7. Support Services

7.1 Support Tiers

Support is provided in accordance with the Customer’s subscription Plan as follows:

Cheese: Email support, live chat, setup assistance, best practices guidance, and access to the knowledge base.

Caramel: Priority support with faster response times, phone support availability, dedicated setup assistance, and periodic business reviews.

Gourmet Mix: Dedicated success manager, premium support availability, custom training sessions, and SLA guarantees as defined in a separate service level agreement.

7.2 Support Scope

Support covers assistance with platform functionality, technical troubleshooting, integration issues, and general guidance on using the Service. Support does not include: custom development or feature requests, account management or day-to-day operational tasks on behalf of the Customer, third-party platform support (WhatsApp, Shopify, Zid, Salla, or payment processor issues), business strategy consulting, or training beyond what is included in the Customer’s Plan.

7.3 Support Channels

Support requests must be submitted through the designated channels for the Customer’s Plan (email, live chat, or phone as applicable). Popcorn AI is not obligated to provide support through unofficial channels, including but not limited to personal WhatsApp messages, social media direct messages, or any channel not explicitly designated for support under the Customer’s Plan.

8. Acceptable Use

This section defines the standards of conduct and prohibited activities for all users of the Service. Violation of this section may result in immediate suspension or termination of your Account without prior notice and without refund.

8.1 Prohibited Messaging Practices

You must not use the Service to:

Send unsolicited messages (spam) to individuals who have not opted in to receive communications from you;
Send messages to purchased, rented, or scraped contact lists;
Ignore or circumvent opt-out or unsubscribe requests from recipients;
Send deceptive, misleading, or fraudulent messages;
Send messages with the intent to harass, threaten, intimidate, or abuse any individual;
Impersonate another business, individual, or entity in communications;
Use the Service to transmit content that promotes illegal activities, violence, hate speech, discrimination, or content harmful to minors.

8.2 WhatsApp Business Policy Compliance

You must comply with all WhatsApp Business Policy and WhatsApp Commerce Policy requirements at all times. Popcorn AI monitors messaging quality scores and WhatsApp compliance indicators. If your WhatsApp Business account quality rating drops to "Low" or your account is flagged by WhatsApp, Popcorn AI reserves the right to suspend your messaging capabilities until the issue is resolved.

8.3 Platform Misuse

You must not:

Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
Use the Service to develop a competing product or service;
Resell, sublicense, or redistribute access to the Service without prior written authorization;
Upload or transmit viruses, malware, or any code designed to disrupt, damage, or limit the functionality of the Service;
Share Account credentials with unauthorized individuals or allow third parties to access your Account;
Manipulate or attempt to manipulate the Credit system, including creating multiple accounts to circumvent usage limits.

8.4 AI Agent Misuse

You must not configure or use AI Agents to:

Provide medical, legal, or financial advice that could reasonably be relied upon by End Users;
Make false claims about products, services, pricing, or availability;
Deceive End Users into believing they are communicating with a human when they are not, where such disclosure is required by applicable law;
Collect sensitive personal information (including government IDs, health information, financial account details, or biometric data) through conversations without appropriate legal basis and security measures;
Engage in manipulative or coercive sales practices;
Generate content that is illegal, harmful, defamatory, obscene, or otherwise objectionable.

8.5 Prohibited Industries and Content

The Service may not be used by businesses or individuals engaged in, or for the promotion or sale of, the following:

Illegal drugs, controlled substances, or drug paraphernalia;
Weapons, ammunition, or explosives;
Adult content, pornography, or sexually explicit materials;
Gambling or betting services (unless fully licensed in all applicable jurisdictions);
Counterfeit goods or intellectual property infringement;
Pyramid schemes, multi-level marketing scams, or fraudulent business models;
Cryptocurrency or financial instruments without appropriate regulatory licenses;
Any product or service that is illegal in the Customer’s operating jurisdiction or the End User’s location.

8.6 Conduct Toward Popcorn AI Personnel

Popcorn AI is committed to providing excellent support to all customers. In return, we expect professional and respectful communication. The following conduct is prohibited and may result in immediate Account suspension or termination:

Verbal or written abuse, threats, or intimidation directed at Popcorn AI employees, contractors, or support staff;
Persistent harassment, including repeated excessive contact outside of designated support channels;
Defamatory, disparaging, or knowingly false public statements about Popcorn AI, its products, or its personnel;
Demanding support services, features, or accommodations not included in the Customer’s subscription Plan;
Using threats of negative reviews, social media posts, or legal action as leverage to obtain services or concessions not included in the Customer’s Plan.

We welcome constructive feedback and criticism. However, there is a clear line between expressing dissatisfaction and engaging in abusive behavior. Popcorn AI reserves the right to determine, at its sole discretion, whether conduct crosses this line.

8.7 Enforcement

Upon determining that a violation of this section has occurred, Popcorn AI may take one or more of the following actions, at its sole discretion and without prior notice:

Warning: A written notification identifying the violation and requiring corrective action.

Restriction: Temporary limitation of specific features or capabilities.

Suspension: Temporary suspension of the entire Account pending investigation or corrective action.

Termination: Permanent termination of the Account and all associated services, without refund.

9. Suspension and Termination

8.1 Termination by Customer

The Customer may cancel their subscription at any time through their Account settings or by written notice to wecare@trypopcorn.ai. Cancellation takes effect at the end of the current billing period (monthly or annual, as applicable). No refunds will be issued for the remainder of a billing period following cancellation, including unused months on annual subscriptions. Upon cancellation, the Customer’s access to the Service will continue until the end of the paid billing period, after which the Account will be deactivated.

The Customer may request to upgrade or downgrade their Plan at any time. Upgrades take effect immediately, with fees prorated for the remainder of the current billing cycle. Downgrades take effect at the start of the next billing cycle. Plan changes are subject to availability and any applicable pricing adjustments.

9.2 Termination by Popcorn AI

Popcorn AI reserves the right to suspend or terminate any Account, with or without cause, at any time, by providing written notice to the Customer. Without limiting the foregoing, Popcorn AI may immediately suspend or terminate access to the Service if:

The Customer breaches any provision of these Terms, including the Acceptable Use provisions in Section 8;
The Customer’s use of the Service poses a security risk to the platform or other customers;
The Customer’s Account has been flagged for fraudulent or illegal activity;
The Customer fails to pay outstanding fees within a reasonable period of the due date;
The Customer engages in abusive, harassing, or threatening behavior toward Popcorn AI staff or other users;
Required by law, regulation, or a Third-Party Platform policy;
The Customer’s use of the Service causes material harm to the reputation or operations of Popcorn AI;
At Popcorn AI’s sole discretion, for any reason, with 30 days’ written notice.

9.3 Effect of Termination

Upon termination, regardless of cause: all licenses granted under these Terms immediately terminate; the Customer must cease all use of the Service; the Customer’s access to the platform, AI Agents, and all associated features will be deactivated. Customer Data will be retained for a reasonable period following termination, after which it will be permanently deleted. Customers who wish to export their data should do so prior to termination or request an export promptly after termination.

Termination does not relieve either party of obligations that accrued prior to the effective date of termination, including any outstanding payment obligations.

8.4 Refund on Termination by Popcorn AI

If Popcorn AI terminates an Account without cause (Section 9.2(h)), the Customer is entitled to a pro-rata refund of prepaid fees for the unused portion of the current billing period. If termination is for cause (Sections 9.2(a) through 9.2(g)), no refund will be issued.

10. Intellectual Property

10.1 Popcorn AI IP

The Service, including all software, algorithms, AI models, interfaces, documentation, branding, trademarks, and proprietary technology, is and shall remain the exclusive property of Popcorn AI and its licensors. These Terms do not transfer any ownership rights to the Customer. The Customer is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for the Customer’s internal business purposes during the term of the subscription.

10.2 Customer IP

The Customer retains all rights to Customer Data, including product information, customer lists, branding materials, and knowledge base content uploaded to the Service. Popcorn AI claims no ownership over Customer Data.

10.3 Feedback

If the Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), the Customer grants Popcorn AI an irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation or compensation to the Customer.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s confidential information and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform obligations under these Terms. Confidential information includes, but is not limited to, business plans, customer data, pricing information, technical specifications, and proprietary methodologies. This obligation survives termination of these Terms for a period of two (2) years.

12. Data Protection and Privacy

12.1 Data Processing

Popcorn AI processes Customer Data and End User data in accordance with our Privacy Policy. The Customer is the data controller for all personal data processed through the Service. Popcorn AI acts as a data processor on behalf of the Customer. The Customer is responsible for obtaining all necessary consents from End Users for the collection and processing of their personal data through the Service.

12.2 Data Security

Popcorn AI implements commercially reasonable technical and organizational security measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. However, no security measures are perfect, and Popcorn AI cannot guarantee absolute security. The Customer accepts the inherent risks of transmitting information over the internet.

12.3 Data Location

Customer Data may be stored and processed in data centers across multiple regions, depending on the Customer’s configuration and Plan. Customers requiring specific data residency arrangements should contact us to discuss available options.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POPCORN AI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER POPCORN AI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POPCORN AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO POPCORN AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Basis of the Bargain

The limitations and exclusions of liability set forth in this Section reflect the allocation of risk between the parties and form an essential basis of the bargain between the parties. Popcorn AI would not provide the Service to the Customer without these limitations.

14. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Popcorn AI, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

The Customer’s use of the Service or breach of these Terms;
The Customer’s violation of applicable laws, regulations, or third-party rights;
Customer Data or content uploaded to the Service;
Any claim by an End User arising from the Customer’s use of the Service;
The Customer’s messaging practices, including unsolicited messages, spam, or failure to honor opt-out requests.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. POPCORN AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY.

Without limiting the foregoing, Popcorn AI does not warrant that: the Service will meet the Customer’s specific requirements; the Service will be uninterrupted, timely, secure, or error-free; the results obtained from the Service will be accurate, reliable, or complete; any AI Agent responses will be free from errors; or the Service will be compatible with any particular third-party platform or service.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, without regard to conflict of law principles.

16.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, either party may submit the dispute to the courts of the Dubai International Financial Centre (DIFC) or the competent courts of Dubai, at the claimant’s election.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms or service level agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or representations.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

17.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by the waiving party.

17.4 Assignment

The Customer may not assign or transfer these Terms or any rights hereunder without the prior written consent of Popcorn AI. Popcorn AI may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets without the Customer’s consent.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, or Third-Party Platform outages.

17.6 Notices

All notices under these Terms must be in writing and sent to the email address associated with the Customer’s Account or to wecare@trypopcorn.ai for notices to Popcorn AI. Notices are deemed received upon confirmed delivery.

17.7 Survival

The following sections survive termination of these Terms: Definitions, Acceptable Use, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Disclaimers, Governing Law and Dispute Resolution, and General Provisions.

Contact Information

For questions about these Terms, contact us at:

Email: wecare@trypopcorn.ai

Company: Popcorn Tech Ltd

Address: Dubai, United Arab Emirates

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