Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Zaela LLC (“Zaela,” “we,” “our,” or “us”) that govern your access to and use of our website, dashboard, and AI-powered assistant products (collectively, the “Services”). By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of a business or other entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity.

The Services are offered on an invite-only basis. You may use the Services only if you have been approved by Zaela and are at least 18 years old and able to form a binding contract. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorized access or suspected breach.

Each business customer is limited to one active account per business unless Zaela expressly agrees otherwise in writing.

You agree not to, and not to permit any third party to:

• Use the Services in violation of any applicable law or regulation, including without limitation the Telephone Consumer Protection Act, CAN-SPAM, and consumer protection, advertising, or data-protection laws.
• Use the Services to send unsolicited marketing, spam, or deceptive, misleading, harassing, or abusive content.
• Attempt to reverse engineer, decompile, copy, modify, or create derivative works of the Services or any underlying models, prompts, or software, except to the extent this restriction is prohibited by law.
• Scrape, crawl, or use automated means to extract data from the Services, or attempt to circumvent rate limits or access controls.
• Interfere with the integrity, security, or performance of the Services, probe for vulnerabilities, or access accounts or data not belonging to you.
• Use the Services to build, train, or improve a competing product, service, or AI model.
• Use the Services to provide advice or decisions in a safety- critical, medical, legal, financial, or licensed professional context without independent, qualified human review.

“Your Content” means any material you or individuals interacting with your assistant submit to the Services, including business profile information, messages, and uploaded files. As between you and Zaela, you retain all rights in Your Content.

You grant Zaela a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and otherwise use Your Content solely to provide, secure, improve, and support the Services, including by transmitting inputs to third-party service providers that support the Services. This license ends when Your Content is deleted from the Services, except to the extent retention is necessary to comply with law or enforce these Terms.

You represent that you have all rights and consents necessary for Your Content to be processed as described in these Terms and our Privacy Policy, including any consents required from individuals whose information is submitted through an assistant you operate.

The Services may let you connect third-party services (for example, calendar or mapping providers). Your use of any third-party service is governed by that third party's terms and privacy policy, not these Terms. Zaela is not responsible for the availability, accuracy, or acts of third-party services. Disconnecting or losing access to a third-party service may degrade certain features.

Access to the Services may be offered free of charge, on a paid basis, or on a trial basis, as communicated to you. If Zaela introduces paid features or plans applicable to your account, we will describe the fees, billing terms, and refund policy at the point of purchase, and those terms will be incorporated into these Terms. Except as required by law, fees are non-refundable once paid.

The Services use artificial intelligence to generate responses, summaries, suggestions, and other outputs (“AI Outputs”). AI Outputs are probabilistic and may be inaccurate, incomplete, out of date, or unsuitable for a particular purpose. AI Outputs are not professional advice.

You are solely responsible for reviewing AI Outputs before relying on, publishing, or acting on them, and for any decisions you or your end users make based on the Services. Do not use the Services to render any determination that requires certified, licensed, medical, legal, financial, or safety-critical judgment. Zaela disclaims all liability for reliance on AI Outputs to the maximum extent permitted by law.

Zaela and its licensors retain all right, title, and interest in and to the Services, including all software, models, prompts, designs, trademarks, and documentation. These Terms do not grant you any rights in the Services other than the limited right to use them in accordance with these Terms.

If you provide Zaela with suggestions, feedback, or ideas about the Services, you grant Zaela a perpetual, irrevocable, royalty-free license to use that feedback without restriction.

The Services are provided “as is” and “as available” without warranty of any kind. To the maximum extent permitted by law, Zaela and its suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. Zaela does not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that AI Outputs will be accurate or reliable.

To the maximum extent permitted by law, in no event will Zaela or its officers, directors, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to the Services or these Terms, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Zaela has been advised of the possibility of such damages.

Zaela's total cumulative liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the amounts paid by you to Zaela for the Services in the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions or limitations may not apply to you.

You will defend, indemnify, and hold harmless Zaela and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content; (b) your use of the Services in violation of these Terms or applicable law; (c) your violation of the rights of any third party, including any end user of an assistant you operate; or (d) your failure to obtain consents or provide notices required by law for the personal information you submit to, or collect through, the Services.

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms, created risk or possible legal exposure for Zaela or others, or if your account is inactive for an extended period. You may stop using the Services and request account deletion at any time by contacting us.

Upon termination, your right to use the Services ceases, and we may delete Your Content in accordance with our retention practices. Sections 4 (last paragraph), 7, 8, 9, 10, 11, 13, 14, and any other sections that by their nature should survive will survive termination.

These Terms are governed by the laws of the United States and of the state in which Zaela LLC is organized, without regard to conflict-of-law principles. You and Zaela agree that any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in that state, and you consent to the personal jurisdiction of those courts. Each party waives any objection based on venue or forum non conveniens.

You and Zaela each waive any right to a jury trial and any right to participate in a class action or class-wide arbitration, to the maximum extent permitted by law.

We may modify the Services at any time, including by adding, removing, or changing features. We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zaela regarding the Services and supersede all prior agreements. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign these Terms without restriction. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Zaela LLC
info@zaelasolutions.com