Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you," "Customer"), and Zenative, Inc. ("Zenative," "we," "us," or "our"), concerning your access to and use of (a) the zenative.ai website and any related media forms, channels, or sites (collectively, the "Site"), and (b) Zenative’s proprietary artificial-intelligence agent platform, applications, tools, professional services, and related offerings made available by Zenative (collectively, the "Services"). Zenative is a Delaware corporation with its principal place of business at 71 Stevenson Street, Suite 400, San Francisco, CA 94105, United States.

By accessing the Site, creating an account, starting a free trial, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity.

Order of precedence. If you or your organization has entered into a separate mutually executed written agreement with Zenative (such as a master services agreement, order form, or enterprise subscription agreement, collectively an "Enterprise Agreement"), the terms of that Enterprise Agreement govern to the extent they conflict with these Terms. These Terms apply in full to self-service customers and apply to Enterprise Agreement customers only to the extent not addressed in the applicable Enterprise Agreement.

We may modify these Terms from time to time. We will alert you to changes by updating the "Last updated" date above, and material changes may also be communicated by email or in-product notice. Your continued use of the Site or Services after revised Terms are posted constitutes acceptance of those changes. Supplemental terms or policies posted on the Site, including our Privacy Policy at zenative.ai/privacy, are incorporated into these Terms by reference.

Zenative builds AI agents that help companies automate customer interactions and business workflows. The Services enable organizations to turn their internal knowledge into scalable, action-oriented systems across marketing, sales, operations, and related functions, including through AI agents that respond to customer inquiries, nurture leads, and execute business processes.

The Services may be deployed (a) on Zenative-managed cloud infrastructure hosted with third-party providers such as Microsoft Azure or Amazon Web Services, or (b) where agreed with Zenative, in a private cloud or on-premises environment designated by Customer. Features, deployment options, and service levels applicable to your subscription are described on the Site, in your order flow, or in your Enterprise Agreement.

The Services are not designed or intended for use with data or activities subject to industry-specific regulatory regimes such as the Health Insurance Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act (GLBA), and you may not submit protected health information or use the Services in a manner that would subject Zenative to such regulations.

The Site and Services are intended for business use by users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or Services.

By using the Services, you represent and warrant that: (1) you have the legal capacity and agree to comply with these Terms; (2) all registration and account information you supply is true, accurate, current, and complete, and you will keep it up to date; (3) you will not access the Services through unauthorized automated or non-human means; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, including the activities of authorized users within your organization. You agree to notify us promptly at support@zenative.ai of any unauthorized use of your account. If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse current or future use of the Services.

The Services are offered on paid subscription plans with monthly or annual billing terms, as selected at checkout or specified in your Enterprise Agreement.

Free trial. New customers may be eligible for a fourteen (14) day free trial. At the end of the trial period, your subscription will convert to a paid subscription and your designated payment method will be charged, unless you cancel before the trial ends. Zenative does not offer a permanent free tier and may modify or discontinue trial offers at any time.

Automatic renewal (self-service). Self-service subscriptions renew automatically at the end of each subscription term for successive terms of the same length, at the then-current rates, unless you cancel before the end of the current term. By subscribing, you consent to recurring charges to your chosen payment method without further approval for each charge, until you cancel.

Enterprise renewal. For customers under an Enterprise Agreement, renewal, termination, and notice terms are governed by that agreement.

We accept payment by credit card and ACH transfer, processed through our third-party payment processors (such as Stripe), and by invoice where agreed. You agree to provide current, complete, and accurate purchase and account information and to promptly update it, including payment method and card expiration date, so that we can complete your transactions and contact you as needed.

Fees are stated and charged in the currency displayed at checkout or specified in your order or Enterprise Agreement, which may include U.S. dollars (USD), euros (EUR), Swiss francs (CHF), or Singapore dollars (SGD). Fees are exclusive of taxes; applicable sales tax, VAT, GST, or similar taxes will be added based on Customer’s location as required by law, and you are responsible for all such taxes other than taxes on Zenative’s income.

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for such amounts. We may change subscription prices upon notice, with changes taking effect at the start of your next renewal term. We reserve the right to correct any pricing errors or mistakes even if we have already requested or received payment, and to refuse any order placed through the Site.

ZenCoin credits. Certain Services are consumed on a usage basis using Zenative’s prepaid credit system ("ZenCoin"). Subscription plans include an allowance of ZenCoin credits for each subscription term, and additional credits may be purchased at the rates in effect at the time of purchase. ZenCoin credits: (a) are redeemable only for usage of the Services, at the consumption rates published or quoted at the time of use, which we may update upon notice; (b) have no cash or monetary value, are not a deposit or stored-value instrument, and may not be redeemed for cash, transferred, or resold; (c) unless otherwise stated in your order or Enterprise Agreement, expire at the end of the subscription term in which they were issued or purchased, and unused credits are forfeited upon expiration or upon cancellation or termination of your subscription; and (d) are non-refundable except as required by applicable law.

Auto-top-up. If you enable the optional auto-top-up feature, you authorize us to automatically charge your designated payment method to replenish your ZenCoin balance, in the increments and at the balance threshold you configure, each time your balance falls below that threshold, until you disable auto-top-up in your account settings or cancel your subscription.

You may cancel a self-service subscription at any time by logging into your account or by contacting us at support@zenative.ai. Cancellation takes effect at the end of the current paid term, and you will retain access to the Services until then. Except where required by applicable law, all fees are non-refundable, and no refunds or credits will be provided for partial subscription periods, unused Services, or unused ZenCoin credits (see Section 5).

If you are unsatisfied with the Services, please contact us at support@zenative.ai.

In these Terms, "Customer Content" means (a) data, documents, knowledge bases, prompts, and other content or materials that you or your authorized users submit to or connect with the Services ("Input"), and (b) the responses, results, and other output generated by the Services from your Input ("Output").

Ownership. As between you and Zenative, you own all right, title, and interest in and to your Customer Content, including both Input and Output, and any intellectual property rights therein. Zenative does not claim ownership of Customer Content. You grant Zenative a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Content solely as necessary to provide, secure, and support the Services, in accordance with these Terms and our Privacy Policy.

No training on Customer Content. Zenative will not use your Customer Content to train or fine-tune artificial-intelligence or machine-learning models made available to other customers. Zenative may create and use anonymized, de-identified, aggregated, or synthetic data derived from Customer Content — data that does not identify you, your users, or your customers — for purposes of platform improvement, quality assurance, benchmarking, and security.

Hosting. Unless you select a private cloud or on-premises deployment, Customer Content is hosted on Zenative-managed cloud infrastructure provided by third-party providers such as Microsoft Azure or Amazon Web Services.

Your responsibilities. You represent and warrant that you have all rights, consents, and permissions necessary to submit your Input to the Services and to grant the license above, and that your Customer Content and its use with the Services do not violate applicable law or infringe the rights of any third party. You are responsible for maintaining independent copies of your Input; although we perform regular routine backups for Zenative-hosted deployments, to the maximum extent permitted by law we shall have no liability to you for any loss or corruption of data.

If you purchase professional services or request customer support that requires Zenative personnel to view or access your systems, environments, or accounts, you hereby authorize Zenative to access them on a limited, revocable basis, solely to the extent necessary to deliver the requested services or support. Zenative will (a) access only the systems and data reasonably necessary for the engagement; (b) treat all non-public information viewed during such access as your confidential information; and (c) apply its standard administrative, technical, and organizational security controls to such access. You may revoke this authorization at any time by written notice, provided that revocation may limit our ability to deliver the affected services or support. You are responsible for ensuring you have the rights and consents necessary to grant such access.

Except for Customer Content, the Site and Services are the proprietary property of Zenative, and all source code, models, databases, functionality, software, website designs, audio, video, text, photographs, and graphics therein (collectively, the "Zenative Materials"), and the trademarks, service marks, and logos contained therein (the "Marks"), are owned or controlled by Zenative or licensed to Zenative, and are protected by copyright, trademark, and other intellectual property and unfair competition laws of the United States and other jurisdictions.

Subject to these Terms and payment of applicable fees, Zenative grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for your internal business purposes during your subscription term. No part of the Zenative Materials may be copied, reproduced, republished, distributed, sold, licensed, or otherwise exploited for any commercial purpose except as expressly permitted by these Terms, without our express prior written permission. All rights not expressly granted to you are reserved by Zenative.

If you provide Zenative with questions, comments, suggestions, ideas, or other feedback regarding the Site or Services ("Feedback"), you grant Zenative a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback for any lawful purpose, without obligation or compensation to you. Feedback does not include Customer Content.

You may not access or use the Site or Services for any purpose other than that for which they are made available. As a condition of your use, you agree not to:

• Systematically retrieve data or other content from the Site or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us or other users, including any attempt to obtain sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site or Services, including usage limits, rate limits, and features that prevent or restrict copying of content.
• Upload or transmit viruses, Trojan horses, or other malicious code, or any material that interferes with any party’s uninterrupted use of the Site or Services.
• Engage in unauthorized framing of or linking to the Site, or unauthorized automated use of the system, including scraping, data mining, robots, or similar data-gathering and extraction tools.
• Impersonate another user or person, or use the credentials of another user without authorization.
• Interfere with, disrupt, or create an undue burden on the Site, the Services, or connected networks and services.
• Copy, adapt, decipher, decompile, disassemble, or reverse engineer any software comprising the Site or Services, except as permitted by applicable law.
• Harass, abuse, threaten, or harm another person, or use the Site or Services in a manner inconsistent with applicable laws or regulations.
• Use the Site or Services to develop, train, or improve a competing product or service, including using Output to train competing artificial-intelligence models.
• Use the Services to generate or disseminate content that is unlawful, deceptive, or fraudulent, or that violates the privacy, publicity, or intellectual property rights of any third party.
• Submit to the Services any protected health information, payment card data, or other data subject to regulatory regimes that the Services are not designed to comply with (see Section 2).
• Use the Services to make fully automated decisions that produce legal or similarly significant effects on individuals without appropriate human oversight where such oversight is required by applicable law.
• Misrepresent AI-generated Output as human-authored where disclosure is required by applicable law.

Any use of the Site or Services in violation of this Section may result in, among other things, suspension or termination of your access.

The Services may interoperate with, or allow you to connect, third-party products, integrations, and services (including cloud hosting providers, payment processors, and systems you choose to integrate with your AI agents). Third-party services are governed by their own terms and privacy policies, and Zenative is not responsible for third-party services or for any loss or damage arising from your use of them. Your election to enable an integration constitutes your authorization for Zenative to exchange data with that third-party service on your behalf.

The Services use artificial-intelligence and machine-learning technologies that are probabilistic in nature. Output may contain errors, omissions, or inaccuracies, may be incomplete or out of date, and may not be unique to you. ZENATIVE MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT. You are responsible for evaluating Output before relying on it, for applying human review appropriate to your use case, and for your decisions and actions (and those of your customers and end users) taken in reliance on Output. Output does not constitute legal, financial, medical, or other professional advice.

We reserve the right, but not the obligation, to: (1) monitor the Site and Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including reporting such user to law enforcement authorities; (3) refuse, restrict access to, limit the availability of, or disable any Customer Content or portion thereof to the extent necessary to comply with law or protect the Services; (4) remove or disable files and content that are excessive in size or burdensome to our systems; and (5) otherwise manage the Site and Services in a manner designed to protect our rights and property and to facilitate their proper functioning.

These Terms remain in full force and effect while you use the Site or Services. We may suspend or terminate your access to the Site and Services, without notice or liability, if you materially breach these Terms, if your account is past due, if required by law, or if your use poses a security risk to the Services or others. Where practicable, we will provide notice and an opportunity to cure before suspension or termination for breach.

Upon termination or expiration of your subscription, your right to access the Services ceases. For Zenative-hosted deployments, you may request export of your Customer Content within sixty (60) days after termination, after which we may delete Customer Content from our production systems in accordance with our data retention practices, except as retention is required by law. Sections that by their nature should survive termination (including ownership, payment obligations, disclaimers, limitations of liability, indemnification, and dispute resolution) survive.

If we terminate or suspend your account for breach, you may not register a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

We reserve the right to change, modify, or remove features of the Site or Services at any time at our sole discretion, provided that we will not materially degrade the core functionality of a paid subscription during its then-current term. We cannot guarantee the Site and Services will be available at all times; hardware, software, or other problems, or maintenance, may result in interruptions, delays, or errors. Except as expressly set out in an Enterprise Agreement or applicable service-level commitment, we will not be liable for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance.

These Terms and your use of the Site and Services are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these Terms.

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute"), you and Zenative agree to first attempt to negotiate any Dispute (except those expressly excluded below) informally for at least thirty (30) days before initiating arbitration. Informal negotiations commence upon written notice from one party to the other.

Binding arbitration. If the parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those expressly excluded below) will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where the claimant is an individual using the Services for personal purposes, its Consumer Arbitration Rules, available at www.adr.org. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be conducted by a single arbitrator, may proceed in person, by document submission, by phone, or online, and will take place in San Francisco, California, except where otherwise required by the applicable AAA rules or applicable law. The arbitrator will issue a written decision upon request and must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award may be entered in any court of competent jurisdiction. The parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award.

Class action waiver. To the fullest extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) no Dispute may be arbitrated on a class-action basis or utilize class action procedures; and (c) no Dispute may be brought in a purported representative capacity on behalf of the general public or any other persons. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY.

Exceptions. The following Disputes are not subject to the provisions above concerning informal negotiations and binding arbitration: (a) Disputes seeking to enforce or protect, or concerning the validity of, a party’s intellectual property rights; (b) Disputes related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) claims for injunctive relief.

Court proceedings. If for any reason a Dispute proceeds in court rather than arbitration, it shall be commenced and prosecuted exclusively in the state and federal courts located in San Francisco County, California, and the parties consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such courts.

EU/UK consumers. If you are a consumer habitually resident in the European Union or the United Kingdom, nothing in this Section deprives you of the protection of mandatory provisions of the consumer protection laws of your country of residence, and you may bring claims in the courts of that country. The arbitration and class action waiver provisions above apply to such consumers only to the extent permitted by applicable law.

If any portion of this Section is found to be illegal or unenforceable, the remainder shall continue in effect, and any Dispute falling within the unenforceable portion shall be decided by a court of competent jurisdiction identified above, and the parties agree to submit to the personal jurisdiction of that court.

THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZENATIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENATIVE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S OR SERVICES’ CONTENT (INCLUDING OUTPUT) OR THE CONTENT OF ANY LINKED WEBSITES, AND ASSUMES NO LIABILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (5) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (6) ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES. THIS SECTION DOES NOT AFFECT WARRANTIES THAT CANNOT BE EXCLUDED UNDER THE MANDATORY CONSUMER PROTECTION LAWS APPLICABLE TO EU/UK CONSUMERS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZENATIVE OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF ZENATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, ZENATIVE’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE OR SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO ZENATIVE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF YOU HAVE PAID NO SUCH AMOUNTS, ONE HUNDRED U.S. DOLLARS (USD $100)). CERTAIN LAWS, INCLUDING THOSE APPLICABLE TO EU/UK CONSUMERS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Zenative, its subsidiaries and affiliates, and their respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Customer Content; (2) your use of the Site or Services in violation of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including intellectual property rights; or (5) any harmful act toward any other user of the Site or Services with whom you connected via the Site or Services. Zenative reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. We will use reasonable efforts to notify you of any such claim upon becoming aware of it.

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site or through the Services, satisfy any legal requirement that such communication be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE OR SERVICES.

The Services may be subject to U.S. and other export control and economic sanctions laws. You represent that you and your users are not located in, or nationals or residents of, any country or region subject to comprehensive sanctions, and are not on any government restricted-party list. You agree not to export, re-export, or provide access to the Services in violation of applicable export control or sanctions laws.

These Terms, together with the Privacy Policy, any policies or operating rules posted by us on the Site, and (where applicable) your Enterprise Agreement, constitute the entire agreement and understanding between you and Zenative regarding the Site and Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time; you may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of the remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and Zenative as a result of these Terms or your use of the Site or Services. You agree that these Terms will not be construed against Zenative by virtue of having drafted them. You waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties to execute these Terms.

In order to resolve a complaint regarding the Site or Services, or to receive further information regarding their use, please contact us at:

Zenative, Inc.

71 Stevenson Street, Suite 400

San Francisco, CA 94105, United States

Email: support@zenative.ai