Terms of use

1. Modification

We may modify this Agreement at any time, at our discretion. A modification takes effect ten (10) days after the revised Agreement is posted on the Site, and your continued use of the Site after that means you accept the modification. The “Last updated” date at the top of this Agreement shows when it was last modified.

2. Ability to accept

The Site is intended only for individuals who are eighteen (18) years of age or older (or the age of legal majority in your jurisdiction, if higher). By accessing or using the Site, you represent and warrant that you meet this requirement. If you do not, please do not visit or use the Site.

3. Site access

For as long as this Agreement is in effect, we grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Site solely for your own informational purposes and, where applicable, the internal business purposes of the Company (including evaluating ZuzAI’s products and services), provided that you comply with this Agreement. Except for this right, we do not grant you any right or license to any of our or any third party’s Intellectual Property Rights.

4. Restrictions

As a condition of your right to access and use the Site, you shall not (and shall not permit or encourage any third party to):

1. copy or reproduce the Site, except as expressly permitted under Section 6.3 (Use of Materials);
2. sell, assign, lease, lend, rent, distribute or make available the Site to any third party, or otherwise offer or use the Site in a time-sharing, outsourcing or service bureau environment;
3. modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization and interfaces) of the Site;
4. remove, alter or conceal, in whole or in part, any copyright, trademark or other proprietary rights notice or legend displayed or contained on or in the Site;
5. circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Site;
6. make a derivative work of the Site, or use the Site to develop any service or product that is the same as (or substantially similar to or competitive with) the Site;
7. publish or transmit any robot, virus, malware, Trojan horse, spyware or similar malicious item intended (or that has the potential) to damage or disrupt the Site;
8. probe, scan or test the vulnerability of the Site or any system or network connected to it, or breach or attempt to breach any security or authentication measures;
9. take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Site;
10. use the Site for competitive purposes, or on behalf of any person or entity that competes with the activities, services or products offered by ZuzAI, including using the Site to receive information, data or insights for the development or enhancement of competing services or products;
11. engage in any activity that may excessively burden or disrupt the functioning of the Site or its supporting systems;
12. impersonate another person or entity, or use a deceptive identity to mislead others about who you are or on whose behalf you are acting;
13. use the Site in any manner that is otherwise malicious, illegal or fraudulent;
14. use the Site to infringe, misappropriate or violate any third party’s Intellectual Property Rights (as defined below), or any law;
15. use any robot, spider, scraper, crawler or other automated means to access the Site or to collect, copy or index any Materials, without our prior written consent;
16. use the Site or any Materials to train, fine-tune or otherwise develop any artificial intelligence or machine learning model; and/or
17. harvest or collect personal information about other users of the Site.

5. Linking

You may link to the Site provided that:

1. you link to (but do not replicate, frame or mirror) any page on the Site;
2. the hyperlink text accurately describes the content as it appears on the Site;
3. you do not misrepresent your relationship with ZuzAI or present any false information about us, and do not imply in any way that we endorse you or any services or products, unless we have given you our express prior consent to do so;
4. you do not link from a website that prohibits linking to third parties;
5. the website from which you link to the Site does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and
6. you, and your website, comply with this Agreement and applicable law.

6. Intellectual property rights

6.1 Ownership

The (i) Site, (ii) content and information on the Site, including without limitation text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features and services (collectively, the “Materials”), and (iii) trademarks, service marks, trade names, service names, trade dress, symbols, brands and logos contained in them (“Marks”), are the sole property, including all Intellectual Property Rights, of ZuzAI and/or its licensors, and may be protected by intellectual property laws and treaties. “ZuzAI”, the ZuzAI logo and other marks are Marks of ZuzAI or its affiliates. All other Marks used or appearing on the Site are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Site. This Agreement does not transfer any Intellectual Property Rights of ZuzAI or its licensors. No right or license is granted to you under this Agreement, whether by implication, estoppel or otherwise, except as expressly set out in it, and you may not use any of the Marks without our prior written consent.

As used in this Agreement, “Intellectual Property Rights” means any and all rights, titles and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property, including without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

6.2 Feedback

If ZuzAI receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Site (collectively, “Feedback”), all rights, including Intellectual Property Rights, in that Feedback belong exclusively to ZuzAI. You irrevocably and unconditionally transfer and assign to ZuzAI all Intellectual Property Rights you have in such Feedback, and waive any moral rights you may have in respect of it. ZuzAI may use Feedback at its sole discretion, and is in no way obliged to make use of it.

6.3 Use of Materials

Materials on the Site are provided to you solely for the purposes permitted under Section 3 (Site access), and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled or otherwise exploited for any other purpose without our prior written consent. If you download or print a copy of any Materials, you must retain all copyright and other proprietary notices contained in them. If you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit any Materials, please contact us at legal@zuzai.ai to request our written consent. Certain Materials (such as reports, whitepapers or product documentation) may be subject to separate license terms or Additional Terms, which govern your use of those Materials.

7. No confidential information

The Site is not intended for communicating confidential or proprietary information, and you should not send us any such information through the Site (including through the contact form, a demo request or any other form). Any information or materials you submit through the Site (other than personal information, which is handled in accordance with the Privacy Policy) are deemed non-confidential and non-proprietary, unless otherwise expressly agreed in a separate written agreement between you and ZuzAI (such as a non-disclosure agreement). Please also bear in mind that information transmitted over the internet may not be secure.

8. Information description

We try to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current or error-free. We may change the Materials, or any part of them, in our sole judgment, without notice before or after making the changes. Your use of the Materials, or any part of them, is solely at your own risk and responsibility. We have no obligation to update the Materials, and they may contain technical inaccuracies or typographical errors.

The Materials (including any articles, insights, research or other content relating to AI spend, usage, adoption, governance, security or regulatory compliance) are provided for general informational purposes only. They do not constitute legal, financial, procurement, security or other professional advice, nor an assessment of, or recommendation with respect to, your particular systems, environment or circumstances. You should consult appropriately qualified professionals before acting on any Materials. Prices, product features and other details about third-party vendors that appear in articles reflect the date of publication and may have changed since.

Any information on the Site regarding future products, features or functionality reflects our current plans and expectations only, is subject to change at our discretion, does not constitute a commitment or obligation to deliver any product, feature or functionality, and should not be relied on in making any purchasing decision.

9. Third-party content

The Site may present, or otherwise allow you to view, access, link to and/or interact with, content from third parties and other sources that are not owned or controlled by us (“Third Party Content”). The Site may also enable you to communicate with those third parties. The display or communication of Third Party Content does not (and shall not be construed to) imply, suggest or constitute any sponsorship, endorsement or approval by us of that Third Party Content or third party, or by that third party of us, nor any affiliation between us and that third party. We assume no responsibility or liability for Third Party Content, or for any third party’s terms of use, privacy policies, actions, omissions or practices. Your interactions with, use of and reliance on any Third Party Content, and any goods, services or information made available through it, are solely at your own risk, and we are not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with them. Please read the terms of use and privacy policy of any third party you interact with before engaging in any such activity.

10. Privacy

We will use any personal information we collect or obtain in connection with the Site in accordance with our privacy policy, available at zuzai.ai/privacy (the “Privacy Policy”). You agree that we may use personal information you provide or make available to us in accordance with the Privacy Policy.

11. Export controls and sanctions; location

The Site is controlled and operated from the United States, and we make no representation that the Site or the Materials are appropriate or available for use in other locations. If you access or use the Site from other locations, you do so on your own initiative and are solely responsible for compliance with all applicable laws, including applicable local laws and export control and economic sanctions laws and regulations. You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in, any country or territory that is the subject of comprehensive U.S. sanctions or embargoes; and (b) you are not, and are not owned or controlled by, any person or entity identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the Entity List maintained by the U.S. Department of Commerce. You shall not export, re-export or transfer any Materials (including any software or technical data made available through the Site) in violation of any applicable export control or sanctions laws.

12. Warranty disclaimers

This section applies whether or not the services provided under the Site are paid for. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set out here may not apply.

THE SITE (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION THE MATERIALS AND MARKS) IS PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE OR NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, ALL OF WHICH ARE DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

IN ADDITION, NEITHER ZUZAI NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY OR COMPLETENESS OF THE SITE; (B) THAT YOUR USE OF, OR RELIANCE ON, THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.

EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, ZUZAI DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

13. Limitation of liability

IN NO EVENT SHALL ZUZAI OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR:

• ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES;
• ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE OR LOSS OF ANTICIPATED SAVINGS;
• ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL; AND/OR
• THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE AGGREGATE LIABILITY OF ZUZAI UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF (A) FIVE U.S. DOLLARS (US $5) AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO ZUZAI DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.

THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF ZUZAI HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHER CONTRACT OR TORT LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, those exclusions and limitations do not apply. Nothing in this Agreement excludes or limits liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

14. Indemnity

You agree to defend, indemnify and hold harmless ZuzAI and its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of, or inability to use, the Site; (ii) your breach of any provision of this Agreement; or (iii) your violation of any applicable law or of any third-party right, including any Intellectual Property Rights or privacy rights. We may, at your expense, assume the exclusive defense and control of any matter for which you are required to indemnify us, in which case you will cooperate with us in asserting any available defenses. You shall not settle any such matter without our prior written consent.

15. Term and termination

15.1 Term

This Agreement commences on the Effective Date and continues in full force and effect until terminated in accordance with it (the “Term”).

15.2 Termination by ZuzAI

We may terminate this Agreement immediately, or otherwise modify, suspend or discontinue your access to and use of the Site (or any part of it), for any reason, at any time and without notice or obligation to you, and you agree that ZuzAI has no liability to you or any third party for any such termination, modification, suspension or discontinuance. Without derogating from the foregoing, if you breach this Agreement, ZuzAI may suspend your access to the Site temporarily until the breach is cured, or indefinitely if ZuzAI deems it appropriate. Suspension may occur without prior notice and is at ZuzAI’s sole discretion.

15.3 Termination by you

You may terminate this Agreement at any time and for any reason. If you object to any term of this Agreement or any later change to it, or become dissatisfied with the Site in any way, your sole remedy is to terminate this Agreement and immediately stop using the Site.

15.4 Consequences of termination and survival

When this Agreement terminates, your right to access and use the Site terminates automatically and is deemed revoked. Sections 6 (Intellectual property rights) through 22 (Entire agreement) survive any termination of this Agreement. Termination does not affect any rights and obligations accrued as of the effective date of termination.

16. Independent contractors

You and ZuzAI are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between you and ZuzAI. You must not under any circumstances make or undertake any warranties, representations, commitments or obligations on behalf of ZuzAI.

17. Assignment

ZuzAI may assign or transfer this Agreement (or any of its rights and/or obligations under it) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign or otherwise transfer this Agreement (or any of your rights or obligations under it) without ZuzAI’s express prior written consent. Any prohibited assignment or transfer is null and void.

18. Governing law and place of jurisdiction

This Agreement (including without limitation its validity and formation) is governed by, and construed in accordance with, the laws of the State of Delaware, USA, without regard to any conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement and are hereby disclaimed. The competent state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute and action arising under or in relation to this Agreement.

19. Severability

If a court of competent jurisdiction holds any provision of this Agreement invalid, illegal or unenforceable, then (a) the remaining provisions of this Agreement remain in full force and effect; and (b) the affected provision is ineffective solely in that jurisdiction (and only to the extent and for the duration of its invalidity, illegality or unenforceability), and is replaced in that jurisdiction with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic effect of the affected provision.

20. Remedies

Except as expressly stated otherwise in this Agreement, no right or remedy conferred on or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity; each is cumulative of the other rights and remedies.

21. Waiver

No failure or delay by any party in exercising any right or remedy under this Agreement operates as a waiver of it, nor does any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy. Any waiver must be in writing (for waivers by you, email is acceptable; for waivers by ZuzAI, the writing must be signed by an authorized representative of ZuzAI) and is valid only in the specific instance in which it is given.

22. Entire agreement

This Agreement is the entire agreement between ZuzAI and you with respect to its subject matter, and supersedes and replaces all prior and contemporaneous oral and/or written agreements, understandings and statements between you and ZuzAI with respect to that subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in it; for example, statements and explanations in any FAQs or other marketing material on the Site are for convenience only and are not binding or part of this Agreement. The section headings in this Agreement are for convenience only and have no legal or contractual effect.

23. Contact us

If you have any questions about this Agreement or the Site, please contact us at legal@zuzai.ai.