Terms of Service

01Definitions

"Account" means the account you register to access the Services.

"Customer," "you," or "your" means the business entity that registers for or uses the Services, and any individual authorized to act on its behalf.

"Authorized User" means an individual you permit to access the Services under your Account.

"Customer Data" means any data, content, files, records, or materials that you or your Authorized Users submit to, upload to, or generate through the Services, including data imported from Third-Party Services.

"Third-Party Services" means any third-party products, platforms, applications, or services that interoperate with the Services (for example, e-commerce, social commerce, marketing, analytics, or payment platforms such as TikTok Shop, Shopify, and Stripe).

"AI Features" means features of the Services that use artificial intelligence, machine learning, automation, or large language models to generate outputs, recommendations, or automated actions.

"Output" means content, recommendations, analyses, or other results generated by the AI Features.

"Subscription" means a paid plan that grants you access to the Services for a defined term.

02Eligibility and Authority

The Services are available only to businesses and organizations. To use the Services, you represent and warrant that:

• You are at least 18 years old and have the legal capacity to enter into a binding contract;
• You are using the Services for business or commercial purposes and not as a consumer;
• If you are accepting these Terms on behalf of an organization, you have the authority to bind that organization to these Terms; and
• You and your Authorized Users will comply with all applicable laws in connection with your use of the Services.

03Accounts and Registration

To access most features, you must register for an Account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your login credentials;
• All activity that occurs under your Account, whether or not authorized by you;
• Ensuring that your Authorized Users comply with these Terms; and
• Promptly notifying us of any unauthorized access or suspected security breach.

We may refuse, suspend, or revoke access to any Account at our discretion where we reasonably believe these Terms have been violated.

04The Services and License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your Subscription term, solely for your internal business purposes.

We may update, modify, enhance, or discontinue features of the Services from time to time. We will use commercially reasonable efforts to notify you of material adverse changes to core functionality.

05Subscriptions, Fees, and Billing

5.1 Fees

Access to paid Services requires a Subscription. Fees, billing frequency, and plan features are described at the point of purchase or in an applicable order or quote. Unless otherwise stated, all fees are quoted in U.S. Dollars (USD) and are exclusive of taxes.

5.2 Payment Processing

Payments are processed by our third-party payment processor, Stripe. By providing payment information, you authorize us and our payment processor to charge the applicable fees to your designated payment method. Your use of Stripe's services is subject to Stripe's terms and privacy policy. We do not store full payment card numbers on our systems.

5.3 Renewals

Unless otherwise stated, Subscriptions automatically renew for successive periods equal to the initial term, at the then-current rates, unless cancelled before the end of the current term in accordance with Section 12.

5.4 Taxes

You are responsible for all applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on our net income.

5.5 Late Payment and Non-Payment

We may suspend access to the Services if any undisputed fees are overdue.

5.6 Refunds

Except where required by applicable law or expressly stated otherwise, fees are non-refundable and payments are not pro-rated for partial periods.

06Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• Use the Services in violation of any applicable law, regulation, or third-party right;
• Access or use the Services to build or train a competing product or service, or to benchmark or reverse-engineer the Services;
• Copy, modify, distribute, sell, resell, or sublicense the Services except as expressly permitted;
• Reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Services;
• Interfere with, disrupt, or compromise the integrity or security of the Services or related systems;
• Introduce malware, viruses, or other harmful code;
• Use automated means to access the Services in a manner that exceeds reasonable use or circumvents technical limitations, except via documented APIs in accordance with their terms;
• Upload or transmit Customer Data that is unlawful, infringing, defamatory, or that you do not have the right to submit;
• Use the Services to send unsolicited communications (spam) in violation of applicable anti-spam laws (including the CAN-SPAM Act, CASL, or equivalent);
• Misuse AI Features to generate unlawful, deceptive, harmful, or infringing content, or to violate the terms of any Third-Party Service.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably determine violates this Section.

07Customer Data

7.1 Ownership

As between you and us, you own and retain all rights in your Customer Data. We do not claim ownership of Customer Data.

7.2 License to Us

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and use Customer Data solely as necessary to (a) provide, maintain, and secure the Services; (b) prevent or address technical or security issues; (c) comply with law; and (d) improve and develop the Services as described in Section 8 and our Privacy Policy.

7.3 Your Responsibilities

You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data to the Services and to authorize its processing as contemplated by these Terms. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it.

7.4 Processing of Personal Data

Where we process personal data contained in Customer Data on your behalf, we act as a processor (or service provider) and process such data only to provide the Services and as otherwise permitted by these Terms and our Privacy Policy. You remain responsible, as the controller, for the lawfulness of the personal data you submit and for providing any required notices and obtaining any required consents.

08AI Features and Use of Data to Improve the Services

8.1 Nature of AI Outputs

The Services include AI Features that generate Output using machine learning models. Output may be inaccurate, incomplete, or unsuitable for your purposes. AI-generated content is probabilistic and is not a substitute for professional judgment. You are solely responsible for reviewing, evaluating, and verifying any Output before relying on or acting upon it, and for ensuring its compliance with applicable laws and the policies of any Third-Party Service.

8.2 No Reliance for Critical Decisions

You agree not to rely on Output as the sole basis for any decision that has legal, financial, or similarly significant effects without independent human review.

8.3 Use of Data to Improve Our Services

We may use Customer Data and usage data to operate, maintain, analyze, and improve the Services, including to train, fine-tune, and develop our AI models and features. Where we do so, we apply measures designed to protect your data, including aggregation and de-identification where reasonably practicable. Our handling of personal data in connection with these activities is further described in our Privacy Policy. You may request to opt out of the use of your Customer Data for model-improvement purposes by contacting us at hello@joinzenith.ai; opting out may limit certain features.

8.4 Ownership of Output

As between you and us, and to the extent permitted by law, you may use Output in connection with your business, subject to these Terms. You acknowledge that Output may not be unique and that similar Output may be generated for other customers.

09Third-Party Services and Integrations

The Services may integrate with or provide access to Third-Party Services (such as TikTok Shop, Shopify, Stripe, and others). Your use of any Third-Party Service is governed by that third party's own terms and privacy practices, not these Terms. We do not control and are not responsible for Third-Party Services, including their availability, accuracy, or data practices. You are responsible for maintaining any rights, credentials, and authorizations required to connect Third-Party Services, and for complying with their terms. We may suspend or remove an integration if a Third-Party Service changes its terms, API, or availability.

10Intellectual Property

10.1 Our Intellectual Property

The Services, including all software, models, designs, text, graphics, and other content (excluding Customer Data and Output to the extent owned by you), and all related intellectual property rights, are and remain the exclusive property of Zenith AI and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you. The "Zenith AI" name, logo, and related marks are our trademarks and may not be used without our prior written consent.

10.2 Publicity and Customer Marks

You grant us a non-exclusive, worldwide, royalty-free, sublicensable license to use your name, logo, trademarks, and brand assets, and to identify you as a customer of the Services, in our marketing and promotional materials — including our website, sales and investor materials, case studies, presentations, and social media. We may also describe, in non-confidential terms, results achieved through the Services. Any such use will follow any written brand guidelines you provide to us. Notwithstanding Section 12 (Confidentiality), the identification permitted by this Section is not a disclosure of your Confidential Information.

You may withdraw this permission at any time by written notice to hello@joinzenith.ai. We will cease new uses within thirty (30) days of receipt, but are not required to recall or remove materials already published, printed, or distributed.

11Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into our products and services without restriction or obligation to you.

12Confidentiality

Each party may receive non-public information of the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will (a) protect Confidential Information using reasonable care; (b) use it only to perform under these Terms; and (c) not disclose it except to representatives who need to know it and are bound by confidentiality obligations. This Section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, or to the identification of you as a customer as permitted by Section 10.2.

13Term, Termination, and Suspension

13.1 Term

These Terms apply from your first use of the Services and continue until your Account and all Subscriptions are terminated.

13.2 Termination by You

You may cancel your Subscription at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the then-current billing period unless otherwise required by law.

13.3 Termination or Suspension by Us

We may suspend or terminate your access, with or without notice, if (a) you materially breach these Terms; (b) your use poses a security or legal risk; (c) you fail to pay fees when due; or (d) we are required to do so by law. Where practicable and lawful, we will provide notice and an opportunity to cure.

13.4 Effect of Termination

Upon termination, your right to access the Services ceases. We may delete Customer Data after a reasonable retention period as described in our Privacy Policy, unless retention is required by law. You remain responsible for fees accrued before termination.

13.5 Survival

Sections that by their nature should survive termination (including Sections 7, 8, 10, 11, 12, 14–17, and 18–22) will survive.

14Disclaimers

THE SERVICES, INCLUDING ALL AI FEATURES AND OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16Indemnification

You will defend, indemnify, and hold harmless Zenith AI and its owners, affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) your Customer Data; (b) your use of the Services in violation of these Terms or applicable law; (c) your violation of any third-party right or any Third-Party Service terms; or (d) Output you used or distributed.

17Modifications to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or through the Services) before they take effect. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance. If you do not agree, you must stop using the Services.

18Governing Law and Dispute Resolution

18.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

18.2 Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute informally by contacting one another.

18.3 Binding Arbitration and Class-Action Waiver

Any dispute that cannot be resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Sheridan, Wyoming, conducted in English before a single arbitrator. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

You and Zenith AI each waive any right to a jury trial, and each agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding (the "class-action waiver"). If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed from arbitration and may proceed in the state or federal courts located in Wyoming, to whose exclusive jurisdiction the parties consent.

19General

Entire Agreement. These Terms, together with any order and the policies referenced herein (including our Privacy Policy), constitute the entire agreement between the parties and supersede all prior agreements on the subject.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

No Waiver. Failure to enforce any provision is not a waiver.

Notices. We may provide notices via email or through the Services. Legal notices to us must be sent to the address in Section 22.

Relationship. The parties are independent contractors; nothing creates a partnership, joint venture, or agency relationship.

No Third-Party Beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights.

20Export and Sanctions Compliance

You represent that you and your Authorized Users are not subject to applicable trade sanctions and are not located in an embargoed jurisdiction, and that you will not use the Services in violation of applicable export-control or sanctions laws.

21Beta Features and Service Availability

We may offer features identified as beta, preview, or experimental. These are provided "as is," may be modified or withdrawn at any time, and are excluded from any service commitments or warranties. We will use commercially reasonable efforts to keep the Services available but do not guarantee uninterrupted or error-free availability.

22Contact

For questions about these Terms or to send legal notices: