These Terms of Service (“Terms”) govern access to and use of the Services (defined below) provided by Zapro AI Pvt. Ltd., a company incorporated in India (“Zapro AI”, “we”, “us”, or “our”). By creating an account, clicking “I agree,” or using the Services, you agree to these Terms. 

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms; “Customer,” “you,” or “your” will refer to that organization.

These Terms form a binding contract. If you do not agree, do not use the Services.

---

1) Definitions

• “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Services” means our websites and SaaS products, including zapro.ai, gozapro.com, thevendor.ai, related mobile/desktop apps, APIs, documentation, support portals, and any features or modules made available by Zapro AI.
• “Customer Data” means data, content, files, records, and other information submitted to or processed by the Services by or on behalf of Customer (including by its users).
• “Outputs” means machine-generated text, summaries, insights, or other results produced by AI or non-AI features of the Services based on Customer prompts or inputs.
• “Order” means any online sign-up, order form, SOW, or MSA referencing these Terms.
• “Users” means individuals Customer authorizes to use the Services.

---

2) Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will update the “Last Updated” date and, where appropriate, notify the account owner by email or in-product notice. Your continued use after changes become effective constitutes acceptance of the updated Terms. The current version controls.

---

3) Eligibility & Account Registration

3.1 Business Use. The Services are intended for business use, not consumer use.

3.2 Age. You must be the age of majority in your jurisdiction and authorized by your organization.

3.3 Account Security. You are responsible for maintaining the confidentiality of account credentials and for all activity under your accounts. Enable multi-factor authentication where available. Notify us promptly of any unauthorized access or security incident involving your accounts.

3.4 Accuracy. You will keep registration and billing information complete and accurate.

3.5 No Bots. Automated account registration (e.g., bots) is prohibited.

---

4) Orders; Free Trials; Beta Features

4.1 Orders. Access to paid Services is obtained via an Order specifying plan, term, quantities, and fees.

4.2 Free Trials / Free Plans. We may offer free plans or trials. Trials may be limited in duration or functionality. At the end of a trial, continued use requires payment. We do not sell Customer Data.

4.3 Beta/Pre-Release. We may offer alpha, beta, labs, or pre-release features (“Beta”). Beta is provided AS IS, may be changed or discontinued at any time, and is excluded from SLAs, warranties, and indemnities. Do not rely on Beta for production or high-risk use.

---

5) Fees, Billing & Taxes

5.1 Fees. Fees are specified in the applicable Order and are payable in advance unless stated otherwise. All fees are non-cancellable and, except as expressly set out in these Terms or an Order, non-refundable.

5.2 Billing. We may charge your payment method on file or invoice you. Invoices are due Net 15 (or as stated in your Order). Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.

5.3 Changes. Upgrades are effective immediately and billed pro-rata for the remainder of the current term; downgrades take effect at the next renewal. We may change pricing for renewals; if so, we’ll give at least 30 days’ notice.

5.4 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT/GST, withholding, and similar taxes, excluding taxes on our net income. Where required, we will collect and remit taxes and will identify those taxes on your invoice.

---

6) Term; Renewal; Cancellation & Suspension

6.1 Term & Renewal. Subscriptions run for the term stated in the Order and renew automatically for successive terms of equal length unless either party gives non-renewal notice at least 30 days before the end of the then-current term.

6.2 Customer Cancellation. You may cancel using the in-app cancellation mechanism or by following our published instructions. Upon cancellation or non-renewal, access ends at the close of the paid term.

6.3 Suspension. We may suspend access immediately if: (a) you fail to pay fees when due; (b) we detect security risks, suspected fraud, or violations of these Terms or law; or (c) your use materially degrades the Services for others. We will notify the account owner where practicable.

6.4 Termination for Cause. Either party may terminate on written notice if the other party materially breaches these Terms and fails to cure within 30 days (10 days for non-payment).

6.5 Effect of Termination. Upon termination or expiration: (a) your right to use the Services ceases; (b) you will pay all amounts due; and (c) Section 5.1 applies (no refunds except as expressly stated).

6.6 Data Return & Deletion. After termination or cancellation, you may export Customer Data via available self-service tools until access ends. Following termination, your Customer Data becomes inaccessible. We delete Customer Data from active systems within 30 days and from backups within 60 days. Residual copies in logs or archives may persist for a limited period consistent with our backup cycles and security policies.

---

7) Customer Data; Privacy; Data Processing

7.1 Ownership. Customer retains all right, title, and interest in and to Customer Data.

7.2 License to Provide Services. You grant us and our Affiliates a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide and support the Services, prevent or address service or technical issues, and as otherwise permitted by these Terms.

7.3 Privacy & DPA. Our processing of personal data is described in our Privacy Policy. Where required by applicable data protection laws (e.g., GDPR/UK GDPR/CCPA/CPRA), our Data Processing Addendum (DPA) applies and is incorporated by reference, including applicable Standard Contractual Clauses (SCCs) or other transfer mechanisms for international data transfers.

7.4 Subprocessors. We use trusted third-party sub processors (e.g., cloud hosting, AI model providers) to support the Services. Our current list of sub processors is available with us; we may provide it if deemed necessary and may be updated from time to time.

7.5 Security. We maintain administrative, physical, and technical safeguards designed to protect Customer Data commensurate with risk, including encryption in transit, logical access controls, and vulnerability management. We follow industry-standard practices and maintain business continuity and disaster recovery measures.

7.6 Data Incidents. If we become aware of a confirmed unauthorized access to, or disclosure of, personal data in our possession (“Security Incident”), we will notify the account owner without undue delay (and in any event within timeframes required by law) and provide information reasonably available to help you meet your obligations.

7.7 Government & Law Enforcement Requests. We disclose Customer Data only in accordance with applicable law and our policies. As an Indian company with infrastructure in India and the US, we respond to valid legal processes issued by competent authorities. Unless legally prohibited, we will notify you of requests that implicate your Customer Data.

---

8) AI-Specific Terms (Inputs, Outputs, and Responsible Use)

8.1 Inputs & Outputs. You control your prompts/inputs and Customer Data. Subject to these Terms, you may use Outputs for your business. You are responsible for evaluating the accuracy, legality, and appropriateness of Outputs for your use case and for implementing appropriate human review.

8.2 No Prohibited Data. Do not input data that you are not authorized to process, or data subject to heightened regulation (e.g., biometric identifiers, payment card PANs, PHI under HIPAA, children’s data) unless expressly permitted in an Order or DPA.

8.3 Model Training. We do not use Customer Data to train foundation models or to improve the generalized capabilities of third-party models unless you provide express, written opt-in consent. We may use de-identified, aggregated telemetry for service analytics, abuse detection, and reliability improvements.

8.4 High-Risk Use. The Services (including AI features) are not designed for life-critical or high-risk environments (e.g., medical diagnosis, autonomous vehicles, nuclear facilities). You must implement safeguards appropriate to your risk tolerance and regulatory obligations.

8.5 Third-Party AI & Terms. Some features may invoke third-party AI services as sub processors. Your use of those features is subject to these Terms and any pass-through terms we identify in the documentation or DPA.

---

9) Acceptable Use

You will not, and will not permit others to:
a) use the Services in violation of law or for fraudulent, harmful, defamatory, infringing, or privacy-invasive activities;
b) upload malware or attempt to gain unauthorized access to the Services;
c) bypass or breach security, rate limits, or access controls;
d) interfere with or degrade the Service or another customer’s use;
e) use the Services to survey individuals without lawful basis and notice;
f) send spam or unlawful communications;
g) process special categories of personal data without a lawful basis and our prior written consent;
h) reverse engineer, decompile, or attempt to derive source code (except to the extent permitted by law);
i) benchmark, publish, or disclose Service performance tests without our written consent;
j) resell or sublicense the Services except as expressly authorized;
k) misrepresent your identity or impersonate others.

---

10) APIs & Developer Terms

10.1 API License. Subject to these Terms, we grant a limited, revocable, non-exclusive, non-transferable license to use our APIs to build integrations with the Services.

10.2 Fair Use & Rate Limits. We may set or modify rate limits and quotas. Excessive or abusive use may result in throttling or suspension.

10.3 Monitoring / Surveillance. APIs may not be used to build tools that monitor users’ behavior beyond legitimate business purposes (e.g., reasonable time tracking) or in ways that violate privacy or employment laws.

10.4 Third-Party Integrations. We are not responsible for third-party services or integrations you enable. Your use of third-party services is governed by their terms and privacy policies.

---

11) Intellectual Property; Feedback; DMCA

11.1 Our IP. We and our licensors own all right, title, and interest in the Services, including software, UI/UX, designs, know-how, and trademarks. No rights are granted except as expressly stated.

11.2 Customer Marks. With your consent (email is sufficient), we may use your name and logo to identify you as a customer (e.g., on our website). You may revoke consent at any time by notifying us.

11.3 Feedback. You grant us a perpetual, irrevocable, royalty-free license to use and incorporate suggestions or feedback without restriction or obligation.

11.4 Copyright Complaints. If you believe content on the Services infringes your copyright, please send a notice to copyright@zapro.ai with: (a) your contact details; (b) identification of the work claimed to be infringed; (c) the allegedly infringing material and its location; (d) a statement of good-faith belief; (e) a statement under penalty of perjury regarding accuracy and authority; and (f) your physical or electronic signature. We will respond consistent with applicable law (including the DMCA for U.S. content).

---

12) Confidentiality

12.1 Confidential Information. Each party may receive non-public information from the other that is marked or reasonably understood to be confidential (“Confidential Information”). Customer Data is your Confidential Information; the Services and pricing are our Confidential Information.

12.2 Protection. The receiving party will protect the disclosing party’s confidential information using at least the same care it uses to protect its own (and no less than reasonable care) and will use it only to fulfill these Terms.

12.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party without confidentiality obligations.

12.4 Compelled Disclosure. The receiving party may disclose confidential information to the extent required by law, provided it gives prompt notice (where lawful) to allow the disclosing party to seek protective measures.

---

13) Warranties & Disclaimers

13.1 Mutual Authority. Each party represents that it has the right and authority to enter into these Terms.

13.2 Compliance. You represent that you will use the Services in compliance with applicable laws (including anti-spam, privacy/data protection, export control, and anti-corruption laws).

13.3 AS IS. Except as expressly provided, the Services, Beta features, and Outputs are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services or Outputs will be error-free, uninterrupted, accurate, or meet your requirements.

---

14) Indemnification

14.1 By Zapro AI (IP Infringement). We will defend and indemnify you against third-party claims alleging that the Services (as provided by us) infringe a patent, copyright, or trademark, or misappropriate a trade secret, and will pay damages and reasonable attorneys’ fees finally awarded by a court or agreed in settlement. 

If the Services become (or in our opinion are likely to become) subject to a claim, we may: (a) replace or modify the Services; (b) procure rights for continued use; or (c) terminate the affected Services and refund prepaid fees for the remaining term. We have no obligation for claims arising from: (i) your or a third party’s materials, data, or combination of the Services with non-Zapro products; (ii) modifications not made by us; (iii) use not in accordance with documentation; or (iv) Beta features.

14.2 By Customer. You will defend and indemnify us against third-party claims arising from: (a) Customer Data or your use of the Services in violation of law or these Terms; or (b) any content or instructions you provide.

14.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party; (b) allow control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party will not settle a claim imposing obligations other than payment without the other party’s consent (not unreasonably withheld).

---

15) Limitation of Liability

15.1 Exclusion. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

15.2 Cap. Except for your payment obligations and each party’s indemnification obligations under Section 14, each party’s total aggregate liability for all claims arising out of or related to the Services or these Terms shall not exceed the amounts actually paid by you to us for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

15.3 Basis of the Bargain. The limitations in this Section are fundamental elements of the basis of the bargain between the parties.

---

16) Compliance; Export; Anti-Corruption; Sanctions

16.1 Export Controls. You will comply with all applicable export, re-export, and sanctions laws and regulations, including those of India, the United States, the United Kingdom, and the EU. 

You represent you are not located in or ordinarily resident of, and will not permit Users to access the Services from, any jurisdiction embargoed by these regimes, or on any restricted party list.

16.2 Anti-Corruption. You will comply with anti-bribery and anti-corruption laws (including the U.S. FCPA and UK Bribery Act). You will not offer, pay, request, or accept bribes or improper advantages in connection with the Services.

---

17) Service Levels, Support & Maintenance

17.1 Service Levels. Unless otherwise set out in a mutually signed SLA or MSA, no specific uptime or response metrics apply and the Services are provided on an AS AVAILABLE basis.
17.2 Support. Standard support is provided via our help centre and email: support@zapro.ai. Enhanced support may be purchased via Order.

17.3 Planned Maintenance. We may perform maintenance from time to time. Where practicable, we will schedule maintenance outside major business hours and provide notice for disruptive changes.

---

18) Professional Services & Deliverables (If Any)

Any professional services (e.g., configuration, onboarding, consulting) are provided pursuant to an Order or SOW. 

Unless expressly assigned, we retain ownership of pre-existing materials and generic know-how; we grant you a non-exclusive license to use deliverables internally with the Services.

---

19) Publicity

With your consent, we may identify you as a customer (name and logo) on our website and in marketing materials. 

You may revoke consent at any time by notifying support@zapro.ai; we will make commercially reasonable efforts to remove references going forward.

---

20) Government Use

If you are a government entity, you agree that the Services are “commercial computer software” and “commercial computer software documentation” and will be used solely in accordance with these Terms.

---

21) Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, internet or utility failures (excluding payment obligations). 

The affected party will notify the other and resume performance as soon as practicable.

---

22) Assignment; Subcontracting

You may not assign these Terms without our prior written consent, except to an Affiliate or in connection with a merger, sale, or reorganization involving substantially all your assets or equity, provided the assignee is not our direct competitor and assumes all obligations. 

We may assign or subcontract in our discretion; we remain responsible for subcontractors’ performance.

---

23) Notices

Notices to Zapro AI must be sent to legal@zapro.ai and to our registered address:
Zapro AI Pvt. Ltd. Prestige Atlanta, Koramangala, Bengaluru, Karnataka, We may provide notices to you via email to the address on your account, in-product messages, or posting on our website.

---

24) Governing Law; Dispute Resolution; Arbitration

24.1 Governing Law & Venue. These Terms are governed by the laws of India, without regard to conflicts of law rules.

Subject to Section 24.2, courts located in Bengaluru, Karnataka, India have exclusive jurisdiction.

24.2 Arbitration. Any dispute arising out of or relating to these Terms will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, India; the proceedings shall be conducted in English by a sole arbitrator appointed jointly (or by the courts if the parties cannot agree). 

Nothing prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

24.3 No Class Actions. To the extent permitted by law, disputes must be brought on an individual basis, not as a plaintiff or class member in any class or representative action.

---

25) Order of Precedence; Entire Agreement; Waiver; Severability

25.1 Precedence. If there is a conflict between these Terms and an Order, SOW, DPA, or MSA signed by both parties, the signed document controls for the conflicting subject matter (in this order: MSA → DPA → SLA/SOW/Order → these Terms → online policies).

25.2 Entire Agreement. These Terms (including documents incorporated by reference) constitute the entire agreement and supersede prior or contemporaneous understandings relating to the subject matter.

25.3 No Waiver. A party’s failure to enforce a provision is not a waiver of its right to do so later.

25.4 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.

25.5 Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, franchise, joint venture, or employment relationship.

25.6 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

---

26) Contact

Questions about these Terms?
Email: support@zapro.ai | Legal: legal@zapro.ai