Terms of Service
Last updated: October 17, 2025
These Terms of Service ("Agreement") govern your access to and use of the platform and related services provided by Zentesimal Inc., a Delaware corporation with offices at 651 N Broad St, Suite 206, Middletown, DE 19709, United States ("Zentesimal", "we", "us", or "our").
By accessing or using the Zentesimal website at https://zentesimal.com (the "Website") or the Zentesimal platform (the "Platform"), you ("Customer" or "User") agree to be bound by this Agreement.
This Agreement is effective as of the earlier of (i) the date you first access or use the Services, or (ii) the date you accept these Terms (the "Effective Date").
1. Binding Effect
By using the Services, you represent and warrant that:
- (a) you have read, understood, and agreed to this Agreement;
- (b) you have the authority to bind the entity you represent;
- (c) you are not prohibited by applicable law from using the Services; and
- (d) if you use the Services as an individual, you understand and agree that these Terms apply equally to you as to business users.
- If you do not agree to these Terms, you must refrain from using the Services.
Zentesimal primarily provides its Services to businesses, professionals, and organizations, but individual users may also access the Services under these same Terms.
2. Definitions
Capitalized terms not otherwise defined have the meanings set forth in Section 17 (Definitions) at the end of this Agreement.
3. Services
3.1 Description.
During the Term, Zentesimal will provide access to its web-based software-as-a-service (SaaS) platform that enables customers to connect data sources, activate intelligent agents, and automate Customer Success, Revenue Operations, and Support workflows ("Services").
3.2 Access.
Zentesimal grants Customer a non-exclusive, non-transferable, limited right to access and use the Services in accordance with this Agreement. Customer may use the Services solely for its internal business operations and in compliance with applicable laws.
3.3 Updates and Improvements.
Zentesimal may modify or update the Services from time to time to improve performance, security, or functionality. Material changes will be notified where feasible, but Zentesimal reserves the right to make such changes at any time.
3.4 Service Availability.
Zentesimal will use commercially reasonable efforts to make the Services available in accordance with industry standards, except for planned maintenance or circumstances beyond its reasonable control.
4. Account and Access
4.1 Registration.
To use the Services, the Customer or User must create an account ("Account") on the Platform by completing the registration process or authenticating via an approved identity provider (e.g., Google, Microsoft).
4.2 Responsibility.
Customer is responsible for all activities conducted under its Account, including actions taken by employees, collaborators, or End Users. Customer must:
- Keep credentials secure and confidential;
- Not share individual login credentials among multiple people;
- Notify Zentesimal immediately of any unauthorized use or breach of security; and
- Use commercially reasonable efforts to prevent unauthorized access.
4.3 Team Accounts.
If the Platform allows team access, the Account owner may invite other members ("Team Members") by providing their email addresses and assigning roles (e.g., "Admin" or "Member"). Customer is responsible for managing and revoking such access when necessary.
5. Use Restrictions and Acceptable Use Policy
5.1 Use Restrictions.
Customer agrees not to:
- Resell, sublicense, distribute, or otherwise exploit the Services except as expressly authorized;
- Use the Services to build or train competing machine learning or AI models;
- Access or use the Services in violation of applicable export or sanctions laws;
- Circumvent or interfere with security mechanisms;
- Use the Services in any unlawful or deceptive manner.
5.2 Acceptable Use Policy.
Customer and End Users must comply with the Acceptable Use Policy attached as Annex 1, which forms part of this Agreement. Zentesimal may suspend access if it reasonably believes that Customer or its End Users are violating this Policy or applicable law.
6. Fees and Payment Terms
6.1 Fees.
Customer will pay the fees ("Fees") as set forth in the applicable order form, proposal, or written agreement executed between Customer and Zentesimal. All Fees are payable in accordance with the payment terms specified therein.
6.2 Taxes.
Fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities, excluding Zentesimal's income taxes.
6.3 Payment.
Unless otherwise agreed, invoices are due within fifteen (15) days of the invoice date. Payments are non-refundable, except as otherwise required by law or expressly agreed in writing.
6.4 Overdue Payments.
Zentesimal may charge interest on overdue amounts at the maximum rate allowed by law, suspend access to the Services, or terminate this Agreement if payment remains overdue for more than thirty (30) days after notice.
6.5 Disputed Charges.
If Customer disputes an invoice in good faith, Customer must notify Zentesimal before the due date. The parties will work in good faith to resolve the dispute.
7. Intellectual Property
7.1 Ownership.
Except as expressly stated, this Agreement does not transfer any ownership rights.
Zentesimal retains all rights, title, and interest in and to the Services, Platform, and underlying technology ("Zentesimal Technology").
Customer retains ownership of its Customer Data, Input, and any custom configurations or outputs generated by its use of the Services ("Output").
7.2 License to Input.
Customer grants Zentesimal a limited, non-exclusive, revocable license to process Input and Customer Data solely to provide and improve the Services. Zentesimal will not use Customer Data or Input to train models or for unrelated purposes without explicit consent.
7.3 Feedback.
Zentesimal may freely use suggestions, feedback, or recommendations provided by Customer or Users to improve its Services, without obligation or compensation.
8. Customer Data and Privacy
8.1 Customer Data.
Customer is responsible for all Customer Data uploaded, transmitted, or processed through the Services and represents that it has obtained all rights and consents necessary for such processing.
8.2 Data Processing.
To the extent Customer Data includes personal data, Zentesimal acts as a data processor and will process it in accordance with applicable laws, the Data Processing Agreement (DPA), and the Privacy Policy available at https://zentesimal.com/privacy-policy.
8.3 Confidentiality and Security.
Zentesimal implements appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or disclosure.
8.4 Compliance with the EU–U.S. DPF.
Zentesimal complies with the EU–U.S. Data Privacy Framework (DPF) regarding personal data transfers from the EU to the United States. For more information, see the DPF section in the Privacy Policy.
9. Third-Party Services
The Services may integrate or interoperate with third-party products or services ("Third-Party Services") such as data providers, analytics tools, or payment processors.
Use of Third-Party Services is governed by their own terms and policies, and Zentesimal is not responsible for any aspect of those services. Customer's use of Third-Party Services is at its sole risk, and Customer is responsible for reviewing and complying with the applicable third-party terms.
10. Confidentiality
10.1 Definition.
"Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient") that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business, technical, financial, or operational information, as well as Customer Data and Input.
10.2 Obligations.
The Recipient shall use the Discloser's Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
10.3 Exceptions.
Confidential Information does not include information that:
- (a) is or becomes publicly available without breach of this Agreement;
- (b) is rightfully received from a third party without restriction;
- (c) is independently developed without use of or reference to the Discloser's Confidential Information; or
- (d) is required to be disclosed by law or court order, provided that the Recipient gives prior notice (if legally permitted) and cooperates with the Discloser to limit the scope of disclosure.
10.4 Duration.
These confidentiality obligations remain in effect during the Term and for five (5) years after termination of this Agreement, except for trade secrets or technical security information, which remain confidential indefinitely.
11. Term and Termination
11.1 Term.
This Agreement begins on the Effective Date and remains in effect until terminated as set forth below (the "Term").
11.2 Termination for Convenience.
Either party may terminate this Agreement for convenience with thirty (30) days' prior written notice to the other party, unless a separate written contract provides otherwise.
11.3 Termination for Breach.
Either party may terminate this Agreement immediately upon written notice if the other party:
- (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; or
- (b) ceases its business operations, becomes insolvent, or is subject to bankruptcy proceedings.
11.4 Effect of Termination.
Upon termination:
- (a) Customer shall cease all access to and use of the Services;
- (b) all outstanding payments shall become immediately due; and
- (c) each party shall return or delete the other's Confidential Information, except where retention is required by law.
11.5 Suspension.
Zentesimal may suspend access to the Services if Customer is in material breach (including for non-payment) or if suspension is necessary to prevent unauthorized access, data breaches, or harm to the Services.
11.6 Survival.
Sections 7 (Intellectual Property), 8 (Customer Data and Privacy), 10 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 15 (Governing Law and Jurisdiction), and any other provisions that by their nature should survive termination, shall continue in effect.
12. Indemnification
12.1 By Zentesimal.
Zentesimal will defend Customer against any third-party claim alleging that the Services, when used as permitted, infringe a third party's intellectual property rights, and will indemnify Customer from resulting damages and reasonable legal fees awarded by a court of competent jurisdiction, provided that Customer promptly notifies Zentesimal and allows Zentesimal full control of the defense and settlement.
12.2 By Customer.
Customer will defend and indemnify Zentesimal from any third-party claim arising out of or related to:
- (a) Customer's or End Users' use of the Services in violation of this Agreement or applicable law;
- (b) Customer Data or Input; or
- (c) any Customer Application or integration built using the Services.
12.3 Exclusions.
Zentesimal shall have no obligation under this Section if the alleged infringement arises from:
- (a) combination of the Services with software or data not provided by Zentesimal;
- (b) modification of the Services by Customer; or
- (c) use of the Services after notice of termination or suspension.
12.4 Exclusive Remedy.
This Section states each party's entire liability and sole remedy for any intellectual property infringement claims.
13. Limitation of Liability
To the maximum extent permitted by law:
- (a) neither party shall be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, business interruption, or loss of data;
- (b) Zentesimal's total aggregate liability under this Agreement shall not exceed the total amount paid by Customer for the Services during the twelve (12) months preceding the event giving rise to the claim; and
- (c) nothing in this Agreement limits liability for gross negligence, willful misconduct, or obligations expressly stated to survive termination.
14. Changes to Services and Terms
14.1 Service Changes.
Zentesimal may enhance, modify, or discontinue parts of the Services at any time. Where such changes materially impact Customers, Zentesimal will make reasonable efforts to notify affected Users.
14.2 Price Changes.
If Zentesimal modifies its pricing, such changes will apply to new subscriptions or renewals and will be communicated to Customer with reasonable advance notice, unless otherwise agreed in writing.
14.3 Updates to Terms.
Zentesimal may update these Terms from time to time by posting an updated version at https://zentesimal.com/terms-of-service.
If the changes materially affect Customer's rights or obligations, Zentesimal will provide thirty (30) days' notice before such changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be submitted exclusively to the courts located in the State of Delaware, United States, and both parties irrevocably consent to the jurisdiction of such courts.
Each party waives any objection based on venue or forum non conveniens.
16. Miscellaneous
16.1 Entire Agreement.
This Agreement, including its annexes and referenced policies, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions or agreements.
16.2 Notices.
All notices under this Agreement must be in writing and sent via email. Notices to Zentesimal must be sent to privacy@zentesimal.com (for legal and data matters) or contact@zentesimal.com (for general matters).
16.3 Assignment.
Customer may not assign or transfer this Agreement without Zentesimal's prior written consent. Any attempt to do so without consent is void.
16.4 Force Majeure.
Neither party shall be liable for delay or failure in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, or internet failures.
16.5 No Waiver.
Failure to enforce any provision shall not constitute a waiver of that provision or any other.
16.6 Severability.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16.7 Relationship.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
16.8 No Third-Party Beneficiaries.
There are no intended third-party beneficiaries under this Agreement.
17. Definitions
- Account: The unique account registered by Customer or User to access the Platform.
- Customer Data: Data provided, uploaded, or transmitted to Zentesimal through the Services.
- Input: Text, instructions, or other content provided by Customer or Users to the Services.
- Output: Content generated by the Services in response to Input.
- Platform: The web-based software provided by Zentesimal to access the Services.
- Services: The Zentesimal SaaS products, tools, APIs, and features provided via the Platform.
- User: Any individual authorized by Customer to use the Services, including employees, contractors, or independent professionals.
- Zentesimal Technology: The proprietary software, algorithms, models, infrastructure, and materials developed by or for Zentesimal.
Annex 1 – Acceptable Use Policy
Customer and its Users must use the Services responsibly and in accordance with this Acceptable Use Policy ("AUP"). The following activities are strictly prohibited:
- (a) Using the Services to violate any law, regulation, or third-party rights, including data protection, intellectual property, or export laws.
- (b) Uploading or transmitting content that is defamatory, abusive, harassing, threatening, obscene, or otherwise objectionable.
- (c) Generating or disseminating content that promotes violence, discrimination, or misinformation.
- (d) Attempting to gain unauthorized access to any system, data, or network connected to the Services.
- (e) Using the Services to distribute malware, spam, or phishing content.
- (f) Reverse engineering, decompiling, or attempting to extract source code or underlying models of the Services.
- (g) Using the Services to train or develop competing artificial intelligence systems.
- (h) Engaging in high-risk or illegal activities, including fraud, identity theft, or surveillance without authorization.
- (i) Misrepresenting output from the Services as human-generated or professional advice in regulated fields (e.g., medical, legal, financial) without proper disclaimers.
- (j) Using the Services in any manner that could damage or impair Zentesimal's reputation or interfere with other users' use of the Services.
Zentesimal reserves the right to suspend or terminate any account found to be in violation of this AUP or the Agreement.